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/raid1/www/Hosts/bankrupt/TCR_Public/190722.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 22, 2019, Vol. 23, No. 202 Headlines 818 GREEN STREET: Voluntary Chapter 11 Case Summary ALABAMA PETROLEUM: Disclosures Approved; Aug. 27 Plan Hearing ALGON CORPORATION: Seeks Authorization to Use Cash Collateral ALL ABOUT KIDS: U.S. Trustee Unable to Appoint Committee ALM MEDIA: Moody's Affirms B3 CFR & Alters Outlook to Negative AMYRIS INC: Foris Ventures Has 19.7% Stake as of April 15 AMYRIS INC: In Talks With Investor to Resolve Payment Default ANNALY CAPITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB- ATRM HOLDINGS: Jeffrey Eberwein Has 16.6% Stake as of July 16 AVADEL SPECIALTY: US Trustee Opposes Approval of Plan, Disclosures BAN NH LLC: Seeks Authorization to Use Cash Collateral BLUE EAGLE FARMING: New Plan Amends Treatment of US Secured Claim CADIZ INC: Water Asset Loses Right to Designate Two Directors CALIFORNIA PIZZA: S&P Lowers ICR to 'CCC+'; Outlook Negative CARLOS POLOTZOLA: U.S. Trustee Forms 2-Member Committee CENTER CITY HEALTHCARE: Taps Omni Management as Claims Agent CENTURYLINK INC: Egan-Jones Lowers Senior Unsecured Ratings to B+ CHEMOURS COMPANY: Moody's Alters Outlook on Ba2 CFR to Negative CHOCTAW GENERATION: Fitch Affirms B on $235MM Series 1 Notes CITGO HOLDING: S&P Rates $500MM Senior Secured Term Loan B 'B' COMFORT DENTAL STUDIO: Seeks Authority to Use Cash Collateral COMMERCIAL INVESTMENTS: Seeks Okay of Cash Collateral Stipulation COMSTOCK RESOURCES: Moody's Raises CFR to B2, Outlook Stable CONFERENCE SERVICES: Seeks to Hire Ullman as Accountant DANIEL PEZZOLA: $700K Sale of Yonkers Property to Shirley Approved DIGIDEAL CORP: Abandoning Stored Property, Digideal Mexico DUCT SHOP OF NC: $55K Sale of All Tangible Assets to Queen Okayed ERLINDA ANIEL: Proposes to Sell Hillsborough Property F.L.B. CUSTOM HOMES: Voluntary Chapter 11 Case Summary FTD COMPANIES: Taps Jones Day as Legal Counsel FTD COMPANIES: Taps Omni Management as Administrative Advisor FTD COMPANIES: Taps Piper Jaffray as Investment Banker FTD COMPANIES: Taps Richards Layton as Co-Counsel GALINDO CUSTOM: Seeks Access to Ciena Capital Cash Collateral ILTA GRAIN: Gets Initial Order to Restructure Under CCAA INNOVA GLOBAL: Receiver's $632K Sale of Braden's Auburn Assets OK'd J. LEVINE AUCTION: Trustee Taps Guttilla Murphy as Legal Counsel JANE STREET: S&P Affirms BB- Issuer Credit Rating; Outlook Stable JC PENNEY: Egan-Jones Assigns CCC+ Sr. Unsecured Debt Ratings JERRY TORRES: Seeks Authorization to Use Cash Collateral JOSE L. RUIZ RAMIREZ: Selling San Sebastian Property for $225K KB HOME: Egan-Jones Lowers Commercial Paper Ratings to B KB HOME: Moody's Raises CFR to Ba3 & Alters Outlook to Stable LOUIS CAPRA: $1.75M Sale of Rockford Property to Green Approved LSC COMMUNICATIONS: Moody's Lowers CFR to B2, Outlook Stable M BRANDS: Case Summary & 5 Unsecured Creditors MED PARENTCO: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable MEDICAL PROPERTIES: S&P Alters Outlook to Stable, Affirms BB+ ICR MESKO RESTAURANT: $1.1M Sale of All Assets to Rock & Brews Approved MICROVISION INC: Incurs $9 Million Net Loss in Second Quarter MILLERS LANE CENTER: Seeks Access to Cash Collateral Until Aug. 30 MONDORIVOLI LLC: Case Summary & 6 Unsecured Creditors MVK INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Stable MYLABDFW LLC: Case Summary & 20 Largest Unsecured Creditors NASCAR HOLDINGS: S&P Assigns 'BB' ICR; Outlook Stable NATURE'S SECOND: Ritchie Bros.' Auction of Equipment Approved NICE SERVICES: Court Abates Resolution on Cash Collateral Use NORTHERN LIGHT: Moody's Affirms Ba1 on $391MM Debt, Outlook Neg. NOVELIS INC: Moody's Affirms B1 CFR & Alters Outlook to Stable ONE AVIATION: DIP Lender Buying All Assets for $17M Credit Bid OUTLOOK THERAPEUTICS: Redeems $1.8 Million of Senior Secured Notes PARKER DRILLING: Egan-Jones Withdraw D Senior Unsecured Ratings PARKLAND FUEL: DBRS Rates $500MM Unsecured Notes Due 2027 'BB' PAULETTE BARIBEAU: Lopez Buying Horseshoe Bay Property for $485K PG&E CORPORATION: Kramer, Sheppard Represent PG&E Holdco Group PHOENIX REALTY: Voluntary Chapter 11 Case Summary PLAINVILLE LIVESTOCK: Trustee Taps Adams Brown as Accountant PLAINVILLE LIVESTOCK: Trustee Taps Woods & Aitken as Legal Counsel PLZ AEROSCIENCE: S&P Affirms 'B' ICR on Refinancing Plan POET TECHNOLOGIES: Postpones Annual Meeting Date to Sept. 20 PORT CITY HOSPITALITY: Court Appoints 3 Committee Members QUENTIN HIGHTOWER: Taps Troy Wilson as Bankruptcy Attorney RELGOLD LLP: Case Summary & 7 Unsecured Creditors SECOND LINE VINYL: U.S. Trustee Forms 5-Member Committee SELFRIDGE PARTNERS: Taps Nelson Comis as New Legal Counsel SEVEN GENERATIONS: Moody's Alters Outlook on Ba2 CFR to Stable SINCLAIR TELEVISION: Moody's Affirms Ba3 CFR, Outlook Stable SOCOCO INC: Seeks to Hire Levene Neale as Legal Counsel SOTERA HEALTH: S&P Assigns 'B' Rating to New $320MM Term Loan B SRAM HOLDINGS: Moody's Rates $150MM Term Loan 'B1', Outlook Stable SUMMIT TERMINAL: Voluntary Chapter 11 Case Summary TINTRI INC: Committee Seeks to Hire Omni as Administrative Agent TRI-CORE PARTNERS: Has Authorization to Use Cash Collateral URS HOLDCO: S&P Affirms 'B' Term Loan Rating on $92MM Add-On VIVALDI MUSIC: Case Summary & 9 Unsecured Creditors VMW INVESTMENTS: Has Interim Nod to Use Lakeland Cash Collateral W3 TOPCO: S&P Affirms 'B-' Issuer Credit Rating; Outlook Stable WEATHERFORD INT'L: U.S. Trustee Forms 3-Member Committee WEATHERLY OIL: Adds State Environment Claims of TRC in Latest Plan WESLEY ENHANCED: Fitch Affirms BB Ratings on 2017A/B Revenue Bonds WEST VIRGINIA RESORTS: Case Summary & 20 Top Unsecured Creditors WILLEX HOLDINGS: Seeks to Hire Jeffrey L. Zimring as Legal Counsel [^] BOND PRICING: For the Week from July 15 to 19, 2019 ********* 818 GREEN STREET: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: 818 Green Street LLC 4848 MacArthur Blvd Oakland, CA 94619 Business Description: 818 Green Street LLC is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Northern District of California (Oakland) Case No.: 19-41624 Judge: Hon. Charles Novack Debtor's Counsel: Mark W. Lapham, Esq. LAW OFFICES OF MARK W. LAPHAM 751 Diablo Rd. Danville, CA 94526 Tel: (925)837-9007 Email: marklapham@sbcglobal.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Harry Nguyen, manager. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb19-41624.pdf ALABAMA PETROLEUM: Disclosures Approved; Aug. 27 Plan Hearing ------------------------------------------------------------- Bankruptcy Judge Bess M. Parrish Creswell issued an order approving Alabama Petroleum Carrier, LLC's amended disclosure statement dated July 2, 2019. August 20, 2019 is fixed as the last day for filing written ballots accepting or rejecting the plan and the last day for filing and serving written objections to confirmation of the plan. August 27, 2019 is fixed for the hearing on the confirmation of the amended plan. The confirmation hearing will be held at 9:50 AM on August 27, 2019 at the United States Courthouse Annex, One Church Street, Courtroom No. 4- C, Montgomery, Alabama. The Troubled Company Reporter previously reported that Alabama Department of Revenue will get priority unsecured treatment. A full-text copy of the Amended Small Business Disclosure Statement dated July 2, 2019, is available at https://tinyurl.com/y48cydd6 from PacerMonitor.com at no charge. About Alabama Petroleum Carrier Montgomery, Alabama-based Alabama Petroleum Carrier, LLC, operates a petroleum distribution company wherein they own trucks and trailers that haul petroleum to retail outlets. The Company is operated by Donnie Ingram and his son Houston Ingram. The Company's average gross revenue currently is about $61,200 per month, and the Company has about 8 employees. Alabama Petroleum Carrier filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 18-32126) on July 30, 2018. Judge Bess M. Creswell presides over the case. The Debtor tapped Michael A. Fritz, Sr., Esq., as its legal counsel. In the petition signed by Donnie R. Ingram, president, the Debtor estimated assets of less than $500,000 and debt of less than $1 million. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ALGON CORPORATION: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Algon Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral to pay its employees as well as to pay its vendors and other critical operating expenses in order to continue in business and preserve its value as a going concern. The proposed budget is for the three calendar months of July, August and September, 2019. It provides total cash disbursements of approximately $1,645,055. Algon proposes to abide by the budget with an allowed deviation of up to 10% of any expense line item. Compass Bank is the only entity with an interest in the cash collateral pursuant to that certain credit facility and a second Export-Import Bank guaranteed loan agreement. The total outstanding principal balance on the loans is approximately $8,785,000. Algon proposes to grant Compass Bank (1) a replacement first lien on all cash and post-petition receivables, as well as post-petition inventory, and (2) adequate protection payments in the amount of $7,500 per month. Because Compass Bank is under-secured, all of the Algon's adequate protection payments should be credited to Compass Bank's secured principal position, and not to interest. A copy of the Cash Collateral Motion is available for free at http://bankrupt.com/misc/flsb19-18864-9.pdf About Algon Corp Algon Corp -- https://www.algon.com/ -- is a worldwide distributor of raw materials and industrial parts for the pharmaceutical, cosmetic, and food industries. The Company is located in Miami, Florida. Algon Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-18864) on July 1, 2019. In the petition signed by its president, Alfredo Suarez, the Debtor estimated assets and liabilities of less than $10 million. The Hon. Robert A. Mark is the assigned to the case. The Debtor is represented by Geoffrey S. Aaronson, Esq., at Aaronson Schantz Beiley P.A. ALL ABOUT KIDS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of All About Kids and Families Medical Center, Inc., according to court dockets. About All About Kids and Families Medical Center Inc. All About Kids and Families Medical Center, Inc. is a provider of pediatrics and family care services in Jacksonville, Fla. All About Kids and Families Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02110) on June 4, 2019. At the time of the filing, the Debtor disclosed $2,601,144 in assets and $5,460,400 in liabilities. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. ALM MEDIA: Moody's Affirms B3 CFR & Alters Outlook to Negative -------------------------------------------------------------- Moody's Investors Service affirmed ALM Media, LLC's B3 corporate family rating and a B3-PD probability of default rating and revised the company's outlook to negative due to the near-term maturity of its first lien credit facilities. Moody's also affirmed the B2 rating on the first lien senior secured credit facilities and the Caa2 rating on the second lien term loan. Moody's took the following rating actions: Affirmations: Issuer: ALM Media, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st lien Term Loan due 2020, Affirmed B2 (LGD3) Senior Secured 1st lien Revolving Credit Facility due 2020, Affirmed B2 (LGD3) Senior Secured 2nd lien Term Loan due 2021, Affirmed Caa2 (LGD5 from LGD6) Outlook Actions: Issuer: ALM Media, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE ALM Media LLC's B3 corporate family rating reflects its expectation of the company's leverage remaining near 5x (including Moody's standard adjustments) as ALM expands its Law.com branded site globally and expands its large scale branded events. The company remains small, generating approximately $160 million in annual revenue, while successfully managing costs and retaining its EBITDA as it continues to transition towards digital publishing. The ratings receive support from ALM's strong position in the legal media business that has been less cyclical than other industries and the value of the content and data provided by the firm. Moody's anticipates that the company will benefit from growth in its branded events business, continued expansion of digital advertising and targeting greater penetration of its subscription products, while providing additional product offerings for its customers. ALM's licensing agreement with LexisNexis provides for annual increases to revenues for ALM under the contract, which is expected to mitigate the expected decline in its advertising related revenue. The company also operates a small real estate media division and a trade show business that, while modest in size, offers some diversity to the company and should provide additional cashflow to ALM. Moody's anticipates flat to slightly positive revenue and EBITDA over the next 12 months, with positive free cash flow of approximately $10-$15 million over the next 12 months. Moody's expects liquidity to remain weak until the company addresses its maturity profile. The negative outlook reflects its concern regarding the near-term maturity of the company's first lien term loan. While ALM has been able to maintain its leverage and positive cash flow within its credit profile parameters, the refinancing risk has increased. Moody's anticipates subsequent review of the company's rating outlook upon its addressing of the near-term maturities in the capital structure. Ratings would face downward pressure if ALM is unable to address its near-term maturities or if the debt-to-EBITDA ratio increases above 6.5x due to declining subscribers or ad revenue. Increased debt levels for shareholder friendly transactions or for debt funded acquisitions that are not offset with additional EBITDA could also result in negative rating pressure. Positive rating pressure could develop if leverage drops below 5x and the sponsor intends to maintain leverage below this level on a sustained basis, with positive revenue and EBITDA growth while maintaining a good liquidity profile. The principal methodology used in these ratings was Media Industry published in June 2017. ALM Media, LLC (ALM) is a media publishing and information services business focused on the legal industry, with additional services provided for real estate, consulting, insurance and investment advisory industries. The company also operates a tradeshow business division. ALM was acquired by private equity firm Wasserstein & Co. (now called EagleTree Capital) for $412 million in 2014. Revenue for LTM period ending March 31, 2019 was $160 million. AMYRIS INC: Foris Ventures Has 19.7% Stake as of April 15 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Amyris, Inc. as of April 15, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Foris Ventures, LLC 21,023,130 19.73% The Vallejo Ventures Trust U/T/A 2/12/96 21,023,697 19.73% L. John Doerr 21,301,411 19.99% Ann Doerr 21,023,697 19.73% Barbara Hager 21,023,697 19.73% The percentage calculation is based on a total of 106,552,903 shares of Common Stock outstanding, which amount consists of (i) 103,057,746 shares of Common Stock issued and outstanding as of July 10, 2019 based on information provided to the Reporting Person by the Company and (ii) 3,495,157 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of July 18, 2019. The securities reported consist of (i) 17,527,973 shares of Common Stock currently outstanding and held by FV, (ii) 3,495,157 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of July 18, 2019, (iii) 567 shares of Common Stock held by VVT, (iv) 15,797 shares of Common Stock held by L. John Doerr or issuable to L. John Doerr upon exercise of options within 60 days of July 18, 2019, (v) 9,648 shares of Common Stock held by Clarus, LLC, (vi) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC and (vii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC. L. John Doerr is a director of the Company and Chairman at Kleiner Perkins Caufield & Byers. Ann Doerr is on the board of various philanthropic organizations. L. John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is a manager at JEMA Management, LLC, the manager of FV, and the special trustee of VVT. A full-text copy of the regulatory filing is available for free at: https://is.gd/Pr3cDs About Amyris Amyris, Inc., based in Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris reported net losses attributable to the company of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. AMYRIS INC: In Talks With Investor to Resolve Payment Default ------------------------------------------------------------- Amyris, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it and CVI Investments, Inc. are currently in the process of finalizing and documenting a resolution to a note payment default. As previously reported, on May 15, 2019, Amyris issued a senior convertible note, in the principal amount of $53.3 million, to CVI Investments pursuant to an exchange agreement, dated May 15, 2019, by and between the Company and the Investor. On July 12, 2019, the Company received a notice of acceleration from the Investor with respect to the CVI Note. The Acceleration Notice was provided in connection with the Company's failure to make an installment payment on the CVI Note due July 1, 2019 in the amount of $6.4 million. The Acceleration Notice notified the Company of the Investor's acceleration of and request for payment of all amounts outstanding under the CVI Note, including any and all accrued and unpaid interest, default interest and a 25% redemption premium. Pursuant to the terms of the CVI Note, the Company had until July 19, 2019 to repay all amounts outstanding under the CVI Note, representing an aggregate amount of approximately $68.0 million. The Payment Default also triggered cross-defaults under other debt instruments of the Company with an aggregate principal amount of approximately $100.3 million, which permits the holders of such indebtedness to accelerate the amounts owing under those instruments. As a result of negotiations between the Company and the Investor, on July 19, 2019, the Investor revoked and withdrew the Acceleration Notice prior to the deadline for the Company to repay the CVI Note. About Amyris Amyris, Inc., based in Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris reported net losses attributable to the company of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ANNALY CAPITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 9, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Annaly Capital Management Incorporated to BB- from BB. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Annaly Capital Management is one of the largest mortgage real estate investment trusts. It is organized in Maryland with its principal office in New York City. The company borrows money, primarily via short term repurchase agreements, and reinvests the proceeds in asset-backed securities. ATRM HOLDINGS: Jeffrey Eberwein Has 16.6% Stake as of July 16 ------------------------------------------------------------- Jeffrey E. Eberwein disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of July 16, 2019, he beneficially owns 428,017 shares of common stock of ATRM Holdings, Inc., which represents 16.6 percent based upon 2,576,219 Shares outstanding as of July 1, 2019, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 2, 2019. Of the 425,012 Shares directly owned by Mr. Eberwein (i) 405,012 Shares were acquired upon a pro rata in-kind distribution from Lone Star Value Investors to its partners, and (ii) 20,000 Shares were granted to Mr. Eberwein in connection with his service on the Issuer's Board of Directors. Excluded from Mr. Eberwein's beneficial ownership are 10,000 restricted Shares that do not vest until Dec. 12, 2019. Lone Star Value Investors GP, LLC also reported beneficial ownership of 3,005 Common Shares which were acquired upon a pro rata in-kind distribution from Lone Star Value Investors to its partners. A full-text copy of the regulatory filing is available for free at: https://is.gd/oMYRJN About ATRM Holdings Through ATRM Holdings, Inc.'s wholly-owned subsidiaries, KBS, Glenbrook and EdgeBuilder, the Company manufactures modular buildings for commercial and residential applications in production facilities located in South Paris and Waterford, Maine; operates a retail lumber yard located in Oakdale, Minnesota; and manufactures structural wall panels, permanent wood foundation systems and other engineered wood products for use in construction of residential and commercial buildings in a production facility located in Prescott, Wisconsin. For more information, visit www.atrmholdings.com. ATRM Holdings reported a net loss attributable to common shareholders of $5.23 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $9.08 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $10.99 million in total assets, $20.93 million in total liabilities, and a total shareholders' deficit of $9.94 million. BDO USA, LLP, in San Diego, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, among other matters, that raise substantial doubt about its ability to continue as a going concern. AVADEL SPECIALTY: US Trustee Opposes Approval of Plan, Disclosures ------------------------------------------------------------------ Acting U.S. Trustee for Region Three Andrew R. Vara filed an objection to Avadel Specialty Pharmaceuticals, LLC's motion for entry of an order approving its disclosure statement. The U.S. Trustee complains that the Combined Plan and Disclosure Statement are deficient in providing adequate information. Section 2.5.2 of the Combined Plan and Disclosure Statement is entitled "Best Interests of Creditors Test." Other than reciting conclusory allegations without presenting any supporting evidence that the Combined Plan and Disclosure Statement may provide an equal or better result than a Chapter 7, no facts have been presented that would permit any person to determine whether or not this is the case. The Combined Plan and Disclosure Statement were filed without a liquidation analysis. Except for the statement previously noted that there is only $250,000 available for distribution to general unsecured creditors, there is no showing of funds available for distribution, and no comparison of the costs of administration of the proposed plan versus a Chapter 7 liquidation proceeding. Without a proper liquidation analysis attached as an exhibit to the Combined Plan and Disclosure Statement, no one will be able to determine the extent to which the Combined Plan and Disclosure Statement may be able to pay in full all administrative and priority claims as required by the Bankruptcy Code, and no one will be able to determine whether to vote for or against the Combined Plan and Disclosure Statement. Because of this failure there will also be an inadequate record to support a finding that the Combined Plan and Disclosure Statement is feasible. In addition to the defects in disclosure noted in the preceding paragraph, the disclosures are inconsistent with the facts disclosed in the MOR. To satisfy the adequate information standard with respect to these disclosures, the Debtor needs to provide a liquidation analysis and creditors must have the opportunity to review and comment upon the same before it is approved by the Court. The Debtor also needs to amplify its discussion by reconciling the information disclosed in the MOR with the Combined Plan and Disclosure Statement. The Trustee asserts that the the Motion should not be granted. The Combined Plan and Disclosure Statement contains numerous material omissions which render it inadequate in its present form. The document does not contain critical adequate information including a liquidation analysis. The Plan provides for a discharge in a liquidating case. A copy of the Trustee's Objection is available at https://tinyurl.com/y4s6mdvh from dm.epiq11.com at no charge. The Troubled Company Reporter previously reported that all Plan Expenses will be paid from the Estate's Assets, and the Plan Administrator may, in the ordinary course of business and without the necessity for any application to, or approval of, the Bankruptcy Court, pay any accrued but unpaid Plan Expenses. A full-text copy of the Proposed Combined Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y224pkso from PacerMonitor.com at no charge. About Avadel Specialty Pharmaceuticals Avadel Specialty Pharmaceuticals, LLC, is a pharmaceutical company whose sole commercial product is the FDA-approved NOCTIVA(TM). NOCTIVA(TM) is a prescription medicine nasal (nose) spray used in adults who wake up two or more times during the night to urinate due to a condition called nocturnal polyuria. The company is a special purpose entity and wholly owned subsidiary of Dublin, Ireland-based Avadel Pharmaceuticals plc (Nasdaq: AVDL). Avadel Specialty Pharmaceuticals sought Chapter 11 relief (Bankr. D. Del. Case No. 19-10248) on Feb. 6, 2019. The Debtor disclosed total assets of $79.67 million and liabilities of $167.39 million as of Dec. 31, 2018. The Hon. Christopher S. Sontchi is the case judge. The Debtor tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, Ltd., as investment banker; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. BAN NH LLC: Seeks Authorization to Use Cash Collateral ------------------------------------------------------ Ban NH LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral necessary for the continued operation of its business. All the assets of the Debtor are pledged to Metro City Bank to secure a promissory note in the outstanding principal amount of approximately $1,254,320. Metro City Bank holds a first mortgage on the nursing facility as the Betty Ann Nursing Center located at 1400 South Main Street, Grove, Oklahoma 74344. As adequate protection for any interest Metro City Bank may have in cash collateral, the Debtor proposes: A. That Metro City Bank be granted a security interest in and liens upon Debtor's postpetition accounts receivable and proceeds to the same extent and priority as their pre-petition liens and interests in its prepetition collateral; B. Continuation of the liens and security interests held by Metro City Bank in its pre-petition Collateral; and C. Provision of Debtor's monthly operating reports are required by the U.S. Trustee and filed with the Court. Ban NH LLC is a privately held company in the health care business. Its principal assets are located at 1400 South Main Street Grove, OK 74344. The Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60464) on July 2, 2019. In the petition signed by the company manager, Christopher F. Brogdon, the Debtor estimated assets and liabilities of less than $10 million. Theodore N. Stapleton, P.C., serves as the Company's bankruptcy counsel. BLUE EAGLE FARMING: New Plan Amends Treatment of US Secured Claim ----------------------------------------------------------------- Blue Eagle Farming, LLC and its affiliates filed a second amended disclosure statement with respect to its joint plan of reorganization dated July 14, 2019. This latest filing provides additional information on the plan's implementation and amended the treatment of several creditors' claims, including the secured claim of the United States in Class 3. To the extent the United States may be entitled to make an election under section 1111(b) of the Bankruptcy Code, and to the extent the United States makes such election in a timely manner by filing notice of such election on or before the hearing on approval of the Disclosure Statement, or, upon consent of the Debtors, on or before the last date scheduled for the Confirmation Hearing, the Collateral encumbered by any Lien of the United States (and proceeds of any sale of such Collateral), if any, will be surrendered to the United States once, and to the extent that: (i) the Claim of the United States is deemed Allowed and is no longer subject to reconsideration under Section 10.05(d) of this Plan, and (ii) the Lien is allowed pursuant to a final, non-appealable order or judgment. For the avoidance of doubt, if there is a material reason for doing so, the purported Lien of the United States can be challenged at any time, even after confirmation of the Plan. Surrender of Collateral under this paragraph will be the indubitable equivalent of the United States’s Secured Claim. Whether an 1111(b) election is made or not made, until the Lien and Claim of the United States are finally resolved in accordance with the terms of this paragraph, the United States will retain its asserted Lien securing its Claim. The Plan Trustee will hold and segregate the Collateral, and will take steps to maintain the necessary value of the Collateral, that is subject to the United States’s asserted Lien. The Plan Trustee will not sell or otherwise dispose of this Collateral without the express written consent of the United States, and without allowing the United States to elect to credit bid the value of its asserted Lien against such Collateral, and any sale proceeds shall also be held by the Plan Trustee in a segregated manner. In the event a Final Order is entered disallowing the Claim of the United States, the United States will receive no Distribution as a Holder of a Claim in Class 3, and any Lien shall be deemed void and extinguished effective as of the Effective Date, in which event the United States shall file and record, within ten Business Days, a full satisfaction and discharge of any Lien of public record. A redlined copy of the Second Amended Disclosure Statement dated Juy 14, 2019 is available at https://tinyurl.com/y5aub39l from Pacermonitor.com at no charge. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. CADIZ INC: Water Asset Loses Right to Designate Two Directors ------------------------------------------------------------- Cadiz Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company's Board of Directors received notice from Water Asset Management, LLC that its aggregate beneficial ownership of the Company's common stock, par value $0.01 per share, fell below 12% ownership threshold required by the previously reported Cooperation Agreement, by and between WAM and the Company, dated as of May 1, 2018. As a result of WAM failing to own at least 12% of the Company's issued and outstanding common stock, WAM has lost its right under the Cooperation Agreement to designate two independent directors to the Board. In connection with WAM's forfeiture of this right, John A. Bohn notified the Company on July 15, 2019 of his resignation from the Board, effective immediately. Mr. Bohn's resignation was not due to any disagreement with the Company known to any executive officer of the Company on any matter relating to the Company's operations, policies or practices. About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, California's primary mode of water transportation for imports from the Colorado River into the State. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $33.86 million for the year ended Dec. 31, 2017. As of March 31, 2019, Cadiz had $73.92 million in total assets, $155.3 million in total liabilities, and a total stockholders' deficit of $81.41 million. CALIFORNIA PIZZA: S&P Lowers ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings downgraded U.S.-based restaurant operator California Pizza Kitchen Inc. (CPK) to 'CCC+' from 'B-' to reflect its view that the company's capital structure may be unsustainable over the long term. S&P said, "At the same time, we are lowering our issue-level rating on the company's $320 million senior secured credit facility (including the revolver due August 2021 and term loan due August 2022) to 'CCC+' from 'B-' and our issue-level rating on its $75 million second-lien debt due August 2023 to 'CCC-' from 'CCC'. Our recovery ratings on the debt facilities remain unchanged. "The downgrade reflects our expectation that CPK's heavy debt burden, along with our expectation for limited improvement in its operating performance, may render the company's capital structure unsustainable over the long term. It also reflects CPK's limited covenant headroom as its total rent adjusted net leverage was about 5.5x in the first quarter ended March 2019 according to its bank's definition, which provides it with a cushion of less than 10% relative to the 6.0x covenant limit for the period. For the next 12 months, we project that the covenant headroom will shrink further because of a the contractual step down later this year and because we expect CPK to face a competitive environment, leading to a relatively flat performance while it continues to generate negative free operating cash flow (FOCF). "The negative outlook on CPK reflects our expectation for a weak operating performance and negative FOCF generation given its challenged customer traffic trends amid intense competition in the casual dining industry. We also believe the company's execution risks will remain elevated over the next 12 months and see increased risk for a covenant breach. "We could lower our rating on CPK if we envision a specific default scenario over the next 12 months, including a shortfall in its near-term liquidity or the violation of a financial covenant. We could also lower our rating if we thought the company planned to undertake a distressed exchange. "We could revise our outlook on CPK to stable or raise our rating if we believe CPK's performance is stabilizing and expect it to maintain an adequate cushion of 15% or more under its financial maintenance covenants. Under such a scenario, we would expect the company's comparable sales growth and EBITDA margin improvement to increase its EBITDA by 15% relative to our projections and also likely lead it to generate modestly positive FOCF." CARLOS POLOTZOLA: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- David Asbach, acting U.S. trustee for Region 5, on July 17 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Carlos Polotzola. The committee members are: (1) Pinnacle Agriculture Distribution, Inc. Nick Koski 1880 Fall River Dr., Suite 100 Loveland CO 80538 Phone: 970-800-4420 Email: nick.koski@pinnacleag.com (2) Chastant Brothers, Inc. Therian LaFleur P.O. Box 4507 Lafayette, LA 70502 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Carlos D. Polotzola Carlos D. Polotzola sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 19-50749) on June 21, 2019. The Debtor is represented by Thomas E. St. Germain, Esq., at Weinstein Law Firm. CENTER CITY HEALTHCARE: Taps Omni Management as Claims Agent ------------------------------------------------------------ Center City Healthcare, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Omni Management's hourly rates are: Analyst $25 - $40 Consultant $50 - $125 Senior Consultant $140 - $155 Equity Services $175 Technology/Programming $85 - $135 President/Executive Waived Prior to the Petition Date, the Debtors paid the firm a retainer in the amount of $20,000. Paul Deutch, senior vice president of Omni Management, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Omni Management can be reached through: Paul Deutch Omni Management Group, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: paul@omnimgt.com Email: nycontact@omnimgt.com About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CENTURYLINK INC: Egan-Jones Lowers Senior Unsecured Ratings to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 9, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by CenturyLink Incorporated to B+ from BB-. CenturyLink, Inc. is a global technology company headquartered in Monroe, Louisiana that provides communications, network services, security, cloud solutions, voice, and managed services to customers worldwide. The company is a member of the S&P 500 index and the Fortune 500. CHEMOURS COMPANY: Moody's Alters Outlook on Ba2 CFR to Negative --------------------------------------------------------------- Moody's Investors Service affirmed The Chemours Company's ratings, including the Ba2 CFR, the Baa3 rating on the secured bank facilities, and the Ba3 senior unsecured rating, but changed the outlook to negative from stable. The negative outlook reflects the heightened level of litigation risk stemming from the growing number of actions filed by states, environmental regulators, water municipalities and private plaintiffs. Litigation is associated with perfluorochemicals, a family of chemicals used for decades to process fluoropolymers, including the Teflon line of cookware products. "Lawsuits recently filed include Natural Resource Damage suits, which allege environmental damage and seek to recover or fund remediation costs, by attorney generals in New Jersey, Ohio, New Hampshire, and Vermont; lawsuits filed by public water suppliers in North Carolina, and a growing number of fire fighting foam cases in a number of states," according to Joseph Princiotta, Senior Vice President at Moody's. "Chemours faces a heightened level of litigation risk from these and other lawsuits filed in multiple states and jurisdictions." Princiotta added. Outlook Actions: Issuer: Chemours Company, (The) Outlook, Changed To Negative From Stable Affirmations: Issuer: Chemours Company, (The) Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba2 Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) RATINGS RATIONALE While the negative outlook reflects the growing risk from this litigation, Moody's believes the company has ample resources to handle near term litigation and remediation costs that arise over the next couple of years and that much of the exposure to possible larger liabilities associated with NRD and other lawsuts is longer tail in nature. Moreover, lawsuits filed recently between Chemours and the DuPont entities (DuPont and Corteva) suggest this risk could eventually spill over to the DuPont entities, which would be welcome news for Chemours. The outcome of this litigation, which DuPont contests and has sued to change to arbitration, is also likely several years away. Affirmation of the Ba2 reflects the modest balance sheet leverage which is currently just under 3.0x (on an adjusted basis) and positive free cash flow, both of which benefit from the upcycle in TiO2 markets and secular growth in Flouroproducts. The affirmation also reflects Chemours' position as a leading global producer in TiO2 pigments, where scale, technology and ore flexibility allow for industry-leading margins, currently and over the cycle. Its profile also reflects leading market positions across much of the fluoroproducts branded franchise, which continues to have a favorable secular growth outlook from Opteon -- a leader and one of only two major producers in the new HFO generation of low global warming refrigerant products. Moody's expects the favorable fundamentals in TiO2 to continue, at least through 2020, owing to limited new global capacity announced to date against a backdrop of positive demand growth. However, slower growth or plateauing TiO2 prices, combined with raw material cost headwinds, will contract TiO2 margins in 2019. Moody's expects the favorable trend in the fluoroproducts segment to continue as HFO products continue to penetrate US and Asian OEM auto markets and grow in the stationary refrigerant markets. Negative factors in the credit, aside from the litigation, include the historical cyclical nature of the TiO2 industry, which is recovering from an inventory cycle, but has a favorable outlook due to a mild capacity cycle. The company's Ti-Pure Value Stabilization initiatives, which target price visibility and volume assurance to the customers who participate is intended to smooth the effects of cycles, but its success is currently uncertain. The credit profile also reflects limited diversification as TiO2 and Fluoroproducts account for nearly all of the company's EBITDA. Chemours' SGL-1 rating indicates very good liquidity and reflects the company's ability to meet 100% of its internal needs from cash and cash flow; the $800 million revolver is not expected to be drawn at year end, except for modest letter of credit usage. The revolver has a five year maturity with a springing maturity inside the existing 2023 bonds. Working capital typically consumes cash in the first half of the year, but is a significant source of cash in the second half and could be applied to TLB reduction, though Moody's expects cash to mainly be used for dividends and share repurchases. As of March 31, 2019, cash balances were $697 million, with approximately $697 million available for borrowing under the revolver (undrawn as of March 31, 2019, but availability reduced by $103 million in LOCs; however, Chemours borrowed $75 million under the revolver in April 2019). The revolver's covenants include a maximum secured Net Debt/EBITDA ratio of 2.00x. Moody's expects the company to be in compliance with covenants over the next 12 months at a minimum. The TLB does not have maintenance covenants. The negative outlook reflects the growing litigation risk and possible future costs associated with PFAS water contamination and other related costs. Given the longer tail nature of this risk and the costs that might result, it's possible that the negative outlook might extend beyond the usual 18 months observation period. Moody's would consider a downgrade if PFAS litigation begins to result in adverse trial outcomes and significant costs, if settlements with States or municipalities result in expensive agreements, or if litigation were to emerge in a number of other states, jurisdictions or from private parties. A downgrade would also be considered if cash balances and liquidity were to deteriorate, or if Debt/EBITDA were to exceed the high 3x range, or if RCF/Debt falls to single digits. Moody's would not consider an upgrade until there is better clarity with respect to this litigation and all associated costs. If this risk were to dissipate, Moody's would consider an upgrade if gross adjusted Debt/EBITDA were sustained below 3.0x and RCF/Debt remained above roughly 20%, both on a sustained basis. Chemours Company (The), headquartered in Wilmington, Delaware, is a leading global provider of performance chemicals through three reporting segments: Titanium Technologies, Fluoroproducts and Chemical Solutions. Revenues for the last twelve months ended March 31, 2019, were roughly $6.3 Billion. CHOCTAW GENERATION: Fitch Affirms B on $235MM Series 1 Notes ------------------------------------------------------------ Fitch Ratings has affirmed the ratings and maintained the Negative Outlook for the Choctaw Generation Limited Partnership, LLLP's $294 million of pari passu lessor notes: -- $235 million ($197 million outstanding) Series 1 lessor notes due December 2031 at 'B'; Negative Outlook; -- $59 million ($90 million outstanding) Series 2 lessor notes due December 2040 at 'CCC'. The Negative Outlook reflects recent debt service coverage ratios (DSCR) near breakeven and uncertainty over financial performance returning in line with Fitch cases. DSCRs persistently near breakeven heightens repayment risk on the Series 1 notes debt due to a lack of a debt service reserve to support potential cash shortfalls. Resolution of the Outlook is dependent on sustained stable operating performance and DSCRs improving in line with Fitch cases. Continued DSCRs near breakeven and/or operating performance below expectations could result in further negative rating action. RATING RATIONALE The ratings reflect the project's susceptibility to underperformance and dependence on an improved operational profile following completed facility modifications. The project's limited margin of safety is highly sensitive to any deterioration in operations and/or financial performance. Default is a real possibility for the Series 2 notes as deferred payments extend repayment beyond the purchase power agreement (PPA) term and into the merchant period. KEY RATING DRIVERS Operations Yet to Achieve Expected Performance - Operation Risk: Weaker The owner-lessor, a subsidiary of Southern Company (Southern), funded substantial modifications to improve plant performance. The operator, also a Southern subsidiary, is considered strong but the facility has experienced some volatility in operations since completing the modifications. Lack of a dedicated O&M reserve and limited major maintenance funding additionally weakens the project's ability to withstand periods of underperformance, potentially eroding cash flow cushion available for repayment. Adequate Mine-mouth Coal Supply - Supply Risk: Weaker CGLP's mine-mouth location and reputable fuel supplier moderates some supply risk. However, replacement or expiration of the supply agreement in 2032 with potentially less favorable pricing could lead to inadequate fuel cost recovery. Revenue Contract with Strong Counterparty - Series 1 Revenue Risk: Midrange CGLP has a PPA with Tennessee Valley Authority (TVA; AA/Stable Outlook) for the project's full capacity and energy output through mid-2032. The Series 1 notes mature four months prior to PPA expiration. Cash flows are moderately sensitive to dispatch levels with some vulnerability to deterioration in the economic environment. Significant Merchant Exposure - Series 2 Revenue Risk: Weaker Under a variety of sensitivity scenarios, a significant portion of Series 2 debt would remain unpaid prior to PPA expiration. There is a high level of uncertainty regarding CGLP's ability to operate economically in a fully merchant environment. Debt Structure Lacks Typical Support Features - Debt Structure: Weaker Both series lack a dedicated debt service reserve, relying instead on draws from other project accounts to fund Series 1 payment shortfalls. The ability to defer Series 2 target interest and principal payments introduces the risk of a high outstanding balance to be repaid after the PPA expires resulting in exposure to refinancing risk. Financial Profile Under Fitch's rating case operational assumptions, the series 1 DSCR will be close to 1.0x for most years. In the absence of a debt service reserve, the project will need to access funds from subordinate accounts if available, or will require equity support to avoid payment default. This profile suggests that material default risk is present and repayment is highly sensitive to moderate underperformance. The structural subordination on Series 2 notes yields weaker credit metrics with higher repayment risk. Payment deferrals under rating case conditions cause the outstanding balance to balloon to $174 million in 2031. Beyond 2031, there is a high degree of uncertainty regarding project economics under fully merchant conditions and ability to fully repay the Series 2 debt by maturity. PEER GROUP CLGP's rating is comparable to PT DSSP Sumsel (Sumsel), a coal plant in Indonesia with five-year partially amortising notes rated 'B+(EXP)', with a Stable Outlook. Sumsel benefits from capacity and energy payments under a 25-year PPA with exposure to refinancing risk from the balloon due at maturity. Sumsel's financial profile is slightly higher than CGLP with an average rating case DSCR of 1.18x although similarly faces performance challenges typical of coal facilities. A higher rated coal project, Minejesa Capital BV (BBB-/Stable Outlook), is supported by the absence of merchant exposure under the PPA, favourable pass-through of fuel costs, stable operating history, and an average rating case coverage of 1.45x. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- Coverages persistently below Fitch rating case projections on the Series 1 notes; -- Sustained operating and/or financial performance below Fitch rating case projections; -- Material reduction in available liquidity for the Series 1 notes. Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Operating performance consistently exceeding base case projections; -- Accelerated repayment of the Series 2 notes with deferred balances below base case projections. CREDIT UPDATE 2018 operating performance recovered from historical lows in 2017 as the project was able to successfully resolve the header component issue and plant availability subsequently recovered. The project reported availability of 89% in 2018 compared to 67% in 2017, improving energy revenues for the year. As a result, revenues in 2018 were $145 million, a 31% improvement from 2017 revenues of $110 million. Non-feedstock expenses in 2018 declined as well due to the reduction in operational issues. O&M costs were approximately $41 million in 2018 compared to $45 million in 2017, an approximate 8% decline. The project continues to perform reliability improvement projects on an as-needed basis in order to optimize project performance and preserve cash liquidity. As a result, some projects could be delayed in the event of financial underperformance. The project reported a slightly improved DSCR of 1.02x in 2018 compared to a 2017 DSCR of 0.95x on the Series 1 notes. No payments on the Series 2 notes were made in 2018 or are expected for 2019 due to the limited cash flow available. As of June 2019, the project had approximately $22 million in unrestricted cash to support temporary shortfalls, but no dedicated DSRF or O&M reserve available. The project is conservatively forecasting a 2019 DSCR near breakeven on the Series 1 notes based on a budgeted availability of 90% and capacity factor of 74%. Year to date performance as of May 2019 is slightly more favorable with availability of 94% and capacity factor of 71%. Sustained performance at current levels for the remainder of the year could result in slightly higher coverages. The persistent low gas price environment has pushed the project higher on the dispatch curve resulting in lower energy generation than originally forecasted. To mitigate, the project is working to realize operating and maintenance cost savings due to the lower generation to preserve cash flow. The low gas pricing environment is expected to persist, while the escalating debt service further weakens the project's limited margin of safety. Further negative rating action could be taken if the project continues to experience performance issues in an unfavorable economic environment with near breakeven coverages. FINANCIAL ANALYSIS Fitch utilizes the sponsor's operational assumptions in creating a base case for expected performance. The base case assumes availability/capacity factors slightly above historical results, suggesting only modest improvements from the facility modifications. The base case for the Series 1 note results in an average DSCR of 1.26x and minimum of 1.22x. Under a consolidated basis, the DSCR averages 1.00x through the PPA term with a Series 2 estimated balance of $109 million by 2031. Uncertainty remains if the project can achieve base case forecasts without additional capital expenditures or equity support. Fitch's rating case stresses the project modestly with an availability/capacity factor stress of 1.5%, heat rate increase of 1%, and cost increase of 5% which results in a Series 1 average DSCR of 1.11x with a minimum of 1.02x. Under a consolidated basis, the DSCR averages 0.89x through the PPA term with a Series 2 estimated balance of $174 million by 2031 During the merchant period, the rating case layers on additional availability and heat rate stress of 1%, cost stress of 5%, and reduces the capacity factor to 45% reflecting the projects forecasted heat rate and market implied heat rate during the merchant period. It's assumed the project will only operate during peak hours. The project demonstrates high sensitivity during this period to any deterioration in operations or economic environment, suggesting the project is unlikely to remain economical in a merchant environment. SECURITY In December 2002, SE Choctaw purchased the 440MW lignite-fired Red Hills Generation Facility from CGLP. Immediately following the acquisition, the owner leased the facility back to CGLP under a 45-year lease, expiring Dec. 20, 2047. Lessor notes were issued in accordance with the lease, but steady declines in performance prompted a restructuring of the original lessor notes. The notes were restructured to reduce interest rates, extend the debt term, and introduce a payment-in-kind (PIK) feature to Series 2. As part of the lease restructuring, the owner-lessor agreed to make approximately $60 million in equity investments for needed repairs and maintenance and to implement various modifications to improve the performance of the facility. The restructuring also included a new operator and new refined coal-purchase agreement. Along with the lease restructuring, the ownership interest in lessee CGLP was sold to two indirect wholly owned subsidiaries of PurEnergy I, LLC. Prior to the acquisition of PurEnergy 1, LLC by NAES Corporation in June 2016, those entities were transferred and became two indirect wholly owned subsidiaries of PurEnergy II, LLC. CGLP is structured as a leveraged lease transaction and the Series 1 and 2 notes are pass-through trust certificates secured by the project's rent payments. Although Series 2 is structurally subordinated in the payment waterfall, the two series of notes are pari passu. CITGO HOLDING: S&P Rates $500MM Senior Secured Term Loan B 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to CITGO Holding Inc.'s $500 million senior secured term loan B due 2023 and $1.37 billion senior secured notes due 2024 and put the issue-level ratings on CreditWatch with developing implications, where S&P placed all of its ratings on the company on Dec. 7, 2017. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a default. The company intends to use the net proceeds from the senior notes to refinance its existing outstanding $1.87 billion 10.75% notes. Therefore, S&P views this transaction as leverage neutral. S&P's issuer credit ratings on CITGO Holding Inc. and subsidiary CITGO Petroleum and the issue ratings on their debt are unchanged and remain on CreditWatch with developing implications, where they were placed Dec. 7, 2017. CITGO Holding Inc. is the direct parent of CITGO Petroleum Corp., a U.S. refinery and petroleum product marketer and distributor. The company is owned by Petroleos de Venezuela S.A. (PDVSA), Venezuela's state-owned oil company. CreditWatch with developing implications means there is a significant likelihood of a rating action, either negative or positive, within the next 90 days. Events that could lead to a positive rating action include CITGO Holding's sale to a company with a stronger credit profile than Petroleos de Venezuela S.A. (PDVSA). Events that could lead to a negative rating action include PDVSA seeking bankruptcy protection that a court agrees must include CITGO Holding or the government of Venezuela taking an action that impairs the company's operational capability, such as forcing an asset sale that alters CITGO Holding's cash flow profile. In addition, a negative rating action could follow a change of control at CITGO Holding and the requirement to repurchase bonds is not waived. Ratings List CITGO Holding Inc. CITGO Petroleum Corp. Issuer Credit Rating B-/Watch Dev/-- New Rating CITGO Holding Inc. Senior Secured US$1.37 bil nts due 2024 B/Watch Dev Recovery Rating 2(80%) US$500 mil term B ln due 2023B/Watch Dev Recovery Rating 2(80%) COMFORT DENTAL STUDIO: Seeks Authority to Use Cash Collateral ------------------------------------------------------------- Comfort Dental Studio, Inc., requests the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the use of cash collateral. The Debtor requires the use of cash collateral to fund all necessary operating expenses of its business, including payroll. The Debtor proposes to use the cash collateral strictly as authorized in the ordinary course of performing its stated business. A certain Commercial Security Agreement gives the Bank of North Georgia, Synovus Bank a security interest in the Real Estate as well as the accounts and equipment of Debtors. As of Feb. 25, 2019, Synovus is claiming that approximately $257,530 is due on the debt. Partners Capital Group also has a secured interest in Debtor's dental office equipment, and claims it is owed $12,096. Comfort Dental Studio, Inc., is a Georgia Corporation, and its primary business involves the operation of a dental office as a small business. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-59879) on June 26, 2019. A companion case (Bankr. N.D. Ga. Case No. 19-60132) was filed by Nelson-Wade Management Group, LLC on June 28, 2019. Nelson-Wade is the mortgagor for the real estate property at 2219 Loganville Hwy, Grayson, GA 30017 where the dental office is located. The Debtor will be seeking a joint administration of the two cases. In the petition signed by their authorized representative, Dr. Alisa Nelson, the Debtors estimated assets and liabilities of less than $1 million each. The Debtors are represented by Latif Oduola-Owoo, Esq. at Arrington/Owoo, P.C. COMMERCIAL INVESTMENTS: Seeks Okay of Cash Collateral Stipulation ----------------------------------------------------------------- Commercial Investments, LLC requests the U.S. Bankruptcy Court for the Eastern District of Wisconsin to approve its Stipulation with Wisconsin Bank & Trust for the use of cash collateral. The Debtor is obligated to Wisconsin Bank in the aggregate total amount of $153,730, pursuant to (i) various financial arrangements between Debtor and Wisconsin Bank, (ii) a properly perfected first-position mortgage on the North Street Property which the Debtor granted to Wisconsin Bank, and (iii) a judgment of foreclosure as to the North Street Property entered by the Circuit Court of Milwaukee County in Case No. 18-CV-6881, titled as Wisconsin Bank & Trust vs. Commercial Investments, LLC, et al. Wisconsin Bank agrees that the Debtor use cash collateral to pay post-petition expenses necessary for the operation of Debtor's business as described in the proposed budget. The Debtor agrees to make adequate protection payments to Wisconsin Bank in the form of monthly payments of interest in the sum of $1,000 per month. Payments will be made on the 25th day of each month until a Plan of Reorganization is confirmed by the Court or the case is dismissed. A copy of the Cash Collateral Motion is available for free at http://bankrupt.com/misc/wieb19-24658-37.pdf Commercial Investments, LLC, in the business of commercial property management in Milwaukee, Wisconsin, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 19-24658) on May 13, 2019. In the petition signed by its principal/sole shareholder/managing member, Willie A. Smith, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Michael J. Cerniglia, Esq., at Krekeler Strother, S.C. COMSTOCK RESOURCES: Moody's Raises CFR to B2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Comstock Resources, Inc.'s Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. Concurrently, Moody's upgraded the senior unsecured notes rating to B3 from Caa1 at Comstock Escrow Corporation (the original issuer of the notes which were subsequently assumed by Comstock pursuant to a merger of the two). Comstock's SGL-3 Speculative Grade Liquidity Rating was affirmed. This rating action concludes the review for possible upgrade initiated on June 10, 2019. Moody's also affirmed Covey Park Energy LLC's (Covey) B3 senior unsecured notes rating. Covey's B2 CFR and B2-PD PDR were withdrawn. The outlook remains stable. These actions follow the closing of Comstock's acquisition of Covey on July 16 when Comstock merged with Covey and assumed Covey's notes. Comstock's ratings upgrade reflects increased scale in the Haynesville Shale and improved credit metrics as a result of the company's acquisition of Covey, which has highly complementary assets and significantly increases reserves and production. Upgrades: Issuer: Comstock Escrow Corporation Senior Unsecured Notes, Upgraded to B3 (LGD5) from Caa1 (LGD5) Issuer: Comstock Resources, Inc. Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Outlook Actions: Issuer: Comstock Escrow Corporation Outlook, Changed To Stable From Rating Under Review Issuer: Comstock Resources, Inc. Outlook, Changed To Stable From Rating Under Review Issuer: Covey Park Energy LLC Outlook, Remains Stable Affirmations: Issuer: Comstock Resources, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-3 Issuer: Covey Park Energy LLC Senior Unsecured Notes, Affirmed B3 (LGD5) Withdrawals: Issuer: Covey Park Energy LLC Probability of Default Rating, Withdrawn , previously rated B2-PD Corporate Family Rating, Withdrawn , previously rated B2 RATINGS RATIONALE Comstock's B2 CFR reflects basin concentration and a natural gas focus offset by improving credit metrics as the company executes on a larger development program that includes Covey's assets. The company's increased scale within the Haynesville Shale and proximity to increasing Gulf Coast demand is beneficial. Proximity to Henry Hub drives low basis differentials for natural gas production and the Haynesville has solid gathering and pipeline infrastructure. Larger scale better positions Comstock for negotiations with midstream operators and oilfield service companies. Basin concentration and natural gas weighted production constrain the credit profile. Concentration in the Haynesville results in overall performance being exposed to factors of a single region more so than companies with broad basin diversification. Moody's believes the strategic orientation toward natural gas drilling will tend to result in lower dollar cash margins per boe than for exploration and production companies that target oil. The company's focus on natural gas and a low price environment constrain the ratings. During 2019, debt-to-proved developed reserves will be high. Leverage as measured by debt to average daily production will be at more modest levels. The large amount of proved undeveloped reserves require significant capital investment. Comstock's Bakken assets have oil-weighted production which contributes cash flow that supports Haynesville development activities. The company's hedges partially protect cash flow from commodity price volatility. The SGL-3 rating reflects Moody's expectation that Comstock will maintain adequate liquidity through mid-2020. The heavy reliance on the revolver constrains liquidity. As Comstock invests and further builds scale, it will generate negative free cash flow but move toward positive free cash flow in late 2019. The company will borrow further under its revolver during 2019 to support growth. Comstock established a new RBL revolver with $1.5 billion of elected commitments (and a $1.575 billion borrowing base) expiring in 2024. At the close of the transaction, about $1.25 billion is anticipated to be outstanding on the revolver. The revolver has two financial covenants comprised of a maximum net leverage ratio of 4x and a minimum current ratio of 1x. Moody's anticipates the company will maintain compliance with these covenants over the next twelve months. The convertible preferred equity will pay dividends at a rate of 10% and has a perpetual maturity. Comstock's $625 million of senior unsecured notes due 2025 (assumed from Covey) and $850 million of senior unsecured notes due 2026 are rated B3, one notch below the CFR, reflecting their effective subordination to the RBL revolver due 2024 (unrated). Moody's views the B3 rating as more appropriate than the rating suggested by its loss given default framework based on recovery expectations in a distress scenario. However, any increase in the borrowing base could result in the B3 rating of the notes being downgraded to reflect effective subordination to a greater amount of secured debt. The stable outlook reflects Moody's expectation for improvement in Comstock's credit metrics over the next twelve months as the company grows production and reserves while maintaining adequate liquidity, and generating positive free cash flow in 2020. The low pricing environment for natural gas poses a key challenge to sustainable improvement that would be supportive of an upgrade. Prospective factors that could lead to an upgrade include successful business integration with Covey; consistent positive free cash flow while growing both production and reserves; lower leverage and retained cash flow to debt sustained above 30%; and a leveraged full cycle ratio above 1.5x. Factors that could lead to a downgrade include expectation for declining production; higher leverage or retained cash flow to debt below 15%; deterioration of liquidity or outspending cash flow, leading to a rise in debt. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Comstock, headquartered in Frisco, Texas, is a publicly traded independent exploration and production company with operations focused in the Haynesville. The company is majority-owned by Jerry Jones and Denham Capital Management (Covey's prior sponsor) is the second largest shareholder. CONFERENCE SERVICES: Seeks to Hire Ullman as Accountant ------------------------------------------------------- Conference Services International, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Ullman and Company PC. The firm will provide accounting and tax-related services that will allow Conference Services to properly maintain its financial receords, and assist in the orderly reorganization of the company. The firm was paid the sum of $4,361 for its services. Ullman and Company is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Peggy Ullman Ullman and Company PC 4647 N 32nd St. Phoenix, AZ 85018 About Conference Services International Conference Services International, LLC -- http://www.meetcsi.com/ -- is a national trade show and exposition services contractor. It has 30 years experience in the trade show, exposition, convention, conference and freight industry. Conference Services conducts business under the names Conference Services International ETC, LLC and CSI ETC. Conference Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-07122) on June 9, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Madeleine C. Wanslee. Harold E. Campbell, Esq., at Campbell & Coombs, P.C., is the Debtor's bankruptcy counsel. DANIEL PEZZOLA: $700K Sale of Yonkers Property to Shirley Approved ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Daniel Pezzola's sale of the real property located 157 Amackassin Terrace, Yonkers, New York to Viviene Shirley for $700,000. The sale is free and clear of all liens and claims, with all such Liens and Claims to attach to the sale proceeds. The Debtor is authorized to pay from the proceeds of the sale all reasonable, customary and necessary costs of closing the transaction, including but not limited to title costs, and the usual closing adjustments, including but not limited to recordation charges, documentary stamp charges, real estate taxes and real property transfer taxes, to the extent not agreed to be paid by the buyer under the Agreement. After payment of those items and necessary costs of closing the sale, the Debtor is authorized and directed to pay the balance of the sale proceeds to Deutsche Bank, or its designated assignee, in full satisfaction of its mortgage and mortgage lien on the Property and, for this sum, to obtain a release of such mortgage lien against the Property, and Deutsche Bank may amend its claim in the case (Claim No. 4) as an unsecured claim for any balance remaining due after such payment. Any such amended claim will be filed within 30 days of the closing of the sale. The remaining proceeds of the sale, if any, after payment of the above amounts will be paid to satisfy any other valid, enforceable and non-avoidable liens against the Property, in the order of their priority, in full satisfaction of any such liens against the Property. Such entities and any other parties or entities who claimed, or claim, a lien on the Property or its proceeds may file an unsecured claim for any balance due after such payment. Any such claim will be filed within 30 days of the closing of the sale. As soon as practicable after the closing of the foregoing sale, the Debtor will cause to be filed with the Court, with a copy to the United States Trustee, a certificate that the closing took place and stating the gross proceeds received and the distributions made in conformity with the Order. The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. Daniel Pezzola sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-23087) on July 13, 2017 to stay foreclosure of his property located 157 Amackassin Terrace, Yonkers, New York. The Debtor tapped Nicholas A. Pasalides, Esq., at Reich, Reich & Reich, P.C., as counsel. DIGIDEAL CORP: Abandoning Stored Property, Digideal Mexico ---------------------------------------------------------- Digideal Corp. asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale or abandonment of remaining equipment and inventory in its former business premises commonly known as 5207 E. Third Avenue, Spokane, Washington. The Debtor vacated its former business premises. At the time of vacating the property, its remaining equipment, office furnishings, tools, and miscellaneous inventory ("Stored Property") was put into storage at Devries Moving Packing Storage. The storage cost is $1,779 per month. Additionally, there is stored property in a warehouse located at 3623 E. Sprague Avenue, Spokane, Washington. This storage space is rented for $700 per month. The total storage costs is $2,477 per month. The Debtor believes it has reached a point where the money being generated from property sales is less than storage costs. Therefore, its representatives have advised its counsel that the Debtor will abandon the Stored Property. The abandonment may include discarding, sales at reduced prices, or giving it to someone to simply get it out of storage. If the Debtor generates money at the time of abandonment, the funds will be used to pay its expenses. The Debtor is the general partner and 99% owner of Digideal Mexico S DE RL DE CV. Due to the incorporation laws in the country of Mexico, Michael Kuhn, the Debtor's President, was/is required to own a 1% interest in Digideal Mexico. Digideal Mexico was formed to lease/sell the Debtor's products in the Country of Mexico. The assets of Digideal Mexico consist of the following: 1. Fixed assets (fully depreciated): 15 tables with possible total Salvage value of: $7,500; 2. Table Inventory Valuation: approximately 20 complete tables valued at $750 each for a total of: $15,000; 3. Parts Inventory Valuation: miscellaneous parts valued at $1,500; 4. Receivables that can be collected: $18,911; and 5. Cash – approximately $6,000. The fair market value of its assets total approximately $91,929. The Value Added Tax debt of Digideal Mexico is approximately $273,493, for which Digideal USA and/or Michael Kuhn is personally liable. The general unsecured debt of Digideal Mexico totals approximately $151,366. The total liabilities approximate $423,676. The Debtor has been attempting to sell Digideal Mexico without success. It has attempted to create any interest in Digideal Mexico without success. The Debtor intends to abandon its interest in Digideal Mexico and turnover to Michael Kuhn any and all property and property rights in which Digideal Mexico has an interest. This turnover will be free and clear of all claims of Debtor or its creditors. As consideration for the transfer of property to Michael Kuhn, Michael Kuhn will hold the Debtor harmless from the tax debt described. Michael Kuhn and family members intend to explore investing time and money into a business using their expertise and whatever property is received from Digideal Mexico. The Debtor believes Digideal Mexico has no realizable value to the Debtor for the following reasons: (i) Digideal Corporation (USA) will likely be abandoned and dissolved; (ii) there is Outstanding Tax Liability; (iii) the Table inventory is out of date and inoperable without substantial updates, including both software and hardware upgrades; and (iv) changes in the Mexico casino market; demand has shifted to live paper cards. New installations have been nonexistent for the past 2 years and current installations revenue performance has drastically decreased. Should no objections be filed, the Debtor will complete the actions described without further notice or Order of Court. If one objects to the proposal/request, he/she must do so in writing setting forth specifically the nature and basis of his/her objection and serve the undersigned attorney for the Debtor at 421 W. Riverside Avenue, 960 Paulsen Building, Spokane, Washington 99201, within 24 days from the date of mailing this notice. In addition, one must file the original of your objection with the Clerk of the United States Bankruptcy Court at 904 W. Riverside Avenue, 3rd Floor, Spokane Washington 99210 and serve or mail a copy to the United States Trustee at 920 W. Riverside, Suite 593, Spokane, Washington 99201. About Digideal Corporation Digideal Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-00449) on Feb. 22, 2017. In the petition signed by Michael J. Kuhn, president, the Debtor estimated its assets at $100 million to $500 million and liabilities at $1 million to $10 million. The case is assigned to Judge Frederick P. Corbit. Kevin O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the Debtor's legal counsel. DUCT SHOP OF NC: $55K Sale of All Tangible Assets to Queen Okayed ----------------------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina authorized Duct Shop of NC, Inc.'s sale of substantially all of its tangible assets, including inventory, equipment, and fixtures, to Queen City Sheet Metal, LLC for $55,000. A hearing on the Motion was held on July 2, 2019. The objections of the United States Bankruptcy Administrator and N.B. Handy Co. are overruled. The sale of the Assets to the Buyer will close upon the expiration of the Notice Period. The sale is free and clear of all liens, claims, interests and encumbrances; provided however the respective liens of NB Handy in the amount of $38,460 and Summit will attach only to the proceeds from the sale of the Assets. Any stay that would otherwise be applicable pursuant to Bankruptcy Rule 6004(h) is waived. Following completion of the sale of the Assets, the Debtor will file a Report of Sale within 10 business days thereafter. Pursuant to 28 U.S.C. Section 1930 and the Chapter 11 Operating Order, all quarterly fees must be paid as they become due. Nothing in the Order will prevent the professional fees, commissions, costs, and expenses associated with the collection of future receivables and monies fees for the estate from being surcharged pursuant to section 506 of the Bankruptcy Code. About Duct Shop of NC Inc. Duct Shop of NC, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-31591) on Oct. 22, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge J. Craig Whitley oversees the case. The Debtor tapped Sodoma Law, P.C., as its legal counsel. ERLINDA ANIEL: Proposes to Sell Hillsborough Property ----------------------------------------------------- Erlinda Abibas Aniel asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property commonly known as 75 Tobin Clark Drive, Hillsborough, County of San Mateo, California, free and clear of all liens, claims, encumbrances, and interests. A hearing on the Motion is set for Aug. 9, 2019 at 10:30 a.m. The Debtor owns the property. There is a bona fide dispute of interest in the property. MortgageIT, Inc. was the original lender of the Debtor's promissory note and deed of trust with original account number #49761137. The original loan amount was $2 million and secured by a deed of trust and promissory note, but the secured debt is in dispute. The note and the deed were given a different loan numbers and separated from each other because of the securitization process that was never disclosed to the Debtor under Federal Truth-in-Lending Act and Regulation Z. On June 4, 2007, the Debtor borrowed $2 million from MortgageIT and signed a promissory note payable to MortgageIT. The loan was a refinancing transaction with a negative amortization, with a teaser of LIBOR rate and a margin of 2.75% plus the current index rate at the time of refinancing the Debtor's property. Thus, MortgageIT originated the loan. The note was secured by the deed of Trust. Thereafter, through the Debtor's extensive research of securitization process, MortgageIT sold the Debtor's loan to DB Structured Products, Inc., an affiliate of Deutsche Bank, who acquired MortgageIT Holdings on Jan. 03, 2007. According to Prospectus Supplement dated July 30, 2007, the following events occurred: a. Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-0A5, the Issuing Entity b. DB Structured Products, Inc., the Sponsor c. Ace Securities Corp., the Depositor d. Wells Fargo Bank, NA, the Securities Administrator and Master Servicer. Due to the voluminous nature of Prospectus, the Debtor will provide the document at the Court's request. e. The Prospectus described the Issuing Entity will hold one pool of conventional, adjustable-rate, negative amortization, first lien residential mortgage loans and will issue classes of certificates that are offered under the prospectus supplement. f. The Prospectus was subject to Pooling and Servicing Agreement "PSA" dated and effective on July 1, 2007 was executed by and amongst ACE Securities Corp. as depositor, Wells Fargo Bank, NA, as master servicer and as securities administrator, the Clayton Fixed Income Services Inc. as credit risk manager, and HSBC Bank USA, National Association as trustee. The closing date of Pooling and Servicing Agreement entered into as July 31, 2007. g. The Depositor ACE Securities Corp at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of segregated pool of assets comprised of the Loans and certain other asset. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificate. h. The Trust Fund has an asset of $485,440,000 (Approximate) Mortgage Pass-Through Certificates with a total number of 723 mortgage loans mostly in California. The Debtor believes that the process of mortgage securitization created havoc among homeowners who wanted to know the owner of their note and deed of trust during the time when homeowners needed help to obtain a loan modification when the housing market collapsed a decade ago. She has standing to challenge the securitization process because her note is part of the asset of the Trust, and her chain of title clouded her property. She believes that since 2009, she could never sell her property with a cloudy and broken chain of title. The Debtor believes the debts has been satisfied, paid in full, and discharged in 2013 as shown in IRS 1098 Mortgage Interest. She will set aside or hold back the sales proceeds in the amount of $2 million. Subject to the disputed lien whether a separate interest bearing account is required to be deposited into an interest bearing account and the Court will determine who will hold the proceeds. The amount of $2 million represents the amount of the Debtor's original loan amount. The Debtor will file an adversary proceeding or a lawsuit outside the bankruptcy courtfor a determination on the merits of the case subject to the court confirmation. The value ofthe property is about $4.4 million based on the recent comparable sales in the neighborhood. The value of the property is greater than the amount of the debts. The Debtor as the DIP and a Trustee of the estate believes that the sale of the property is in the best interest of all creditors. Erlinda Abibas Aniel sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 19-30385) on April 9, 2019. The Debtor filed pro se. F.L.B. CUSTOM HOMES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: F.L.B. Custom Homes, Inc. 214-04 85th Avenue Hollis Hills, NY 11427 Business Description: F.L.B. Custom Homes, Inc. is a custom home builder in Hollis Hills, New York. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-44404 Judge: Hon. Carla E. Craig Debtor's Counsel: Vivian Sobers, Esq. SOBERS LAW, PLLC 11 Broadway, Suite 615 New York, NY 10004 Tel: (347) 244-3687 (917) 225-4501 Email: vsobers@soberslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sigal Gottlieb, principal. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-44404.pdf FTD COMPANIES: Taps Jones Day as Legal Counsel ---------------------------------------------- FTD Companies, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Jones Day as its legal counsel. The firm will provide services to the company and its affiliates in connection with their Chapter 11 cases, which include legal advice regarding their rights, powers and duties under the Bankruptcy Code; negotiations with debt holders and other stakeholders; review and resolution of claims; assistance with respect to asset dispositions and financing; and the preparation and implementation of a bankruptcy plan. The firm's hourly rates are: Partners $975 - $1,350 Of Counsel $725 - $1,350 Counsel $625 - $975 Associates $375 - $825 Paralegals/Legal Support $300 - $525 The Debtors paid Jones Day the sum of $475,000 as retainer. During the year preceding their bankruptcy filing, the firm received payments from the Debtors, including the retainer, totaling $5,603,680.23. Heather Lennox, Esq., a partner at Jones Day, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Lennox disclosed that her firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The attorney also disclosed that Jones Day represented the Debtors during the 12-month period prior to their bankruptcy filing and that the firm charged the Debtors its standard hourly rates for non-restructuring representations, minus a discount of 10 percent. The Debtors have already approved the firm's budget and staffing plan, which cover the period June to August 2019. Both expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures on a monthly basis going forward, according to Ms. Lennox. Jones Day can be reached through: Heather Lennox, Esq. Thomas A. Wilson, Esq. Jones Day 901 Lakeside Avenue Cleveland, OH 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 Email: hlennox@jonesday.com tawilson@jonesday.com - and - Brad B. Erens, Esq. Caitlin K. Cahow, Esq. Jones Day 77 West Wacker Chicago, IL 60601 Tel: (312) 782-3939 Fax: (312) 782-8585 Email: bberens@jonesday.com ccahow@jonesday.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A., as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ FTD COMPANIES: Taps Omni Management as Administrative Advisor ------------------------------------------------------------- FTD Companies, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes in connection with any Chapter 11 plan filed by the company and its affiliates; the preparation of reports in support of confirmation of the plan; and managing the distributions to creditors. Omni Management's hourly rates are: Analyst $25 - $40 Consultant $50 - $125 Senior Consultant $140- $155 Equity Services $175 Technology/Programming $85 - $135 President/Executive Waived The firm has required a retainer of $25,000. Alison Miller, senior vice president of Omni Management, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Omni Management can be reached through: Alison Miller Omni Management Group, Inc. 5955 De Soto Ave., Suite 100 Woodland Hills, CA, 91367 Tel: 818-906-8300 Fax: 818-783-2737 Email: lacontact@omnimgt.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A., as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ FTD COMPANIES: Taps Piper Jaffray as Investment Banker ------------------------------------------------------ FTD Companies, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Piper Jaffray & Co. as its investment banker. The firm will provide these services to the company and its affiliates in connection with their Chapter 11 cases: (a) review the non-core assets' financial condition and outlook; (b) assist the Debtors in their development of financial data related to the non-core assets; (c) present to the Debtors' Board of Directors and creditors as requested; (d) provide financial advice to the Debtors in structuring, evaluating, and effecting a sale of the non-core assets; (e) identify potential purchasers of the non-core assets and, at the Debtors' request, contact and solicit potential purchasers; (f) assist the Debtors in preparing a marketing plan and information materials to be distributed to potential purchasers of the non-core assets; (g) assist in the due diligence process conducted by potential purchasers related to the non-core assets; (h) assist the Debtors in structuring and negotiating a sale of the non-core assets and participate in such negotiations as requested; and (i) provide other advisory services customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the engagement agreement between the Debtors and Piper Jaffray. Piper Jaffray will be compensated as follows: (a) Monthly Fee. A monthly financial advisory fee of $75,000. After three monthly fees have been paid in full by the Debtors, 50 percent of each subsequent monthly fee paid in full by the Debtors will be credited against a sale fee. (b) Sale Fees. A sale fee or fees equal to 2 percent of the cumulative "transaction value" up to $50 million, plus 3 percent of the cumulative transaction value for one or more sales above $50,000,000, payable promptly upon consummation of the sale. In the event that a sale fee is earned, the minimum sale fee will be $1 million. In the first series of transactions constituting a single sale, the higher of the calculated sale fee or the minimum fee will be payable promptly upon the consummation of the first such sale, and the total transaction value will be calculated on a cumulative basis over the course of one or more sales. In no event will Piper Jaffray be entitled to the payment of more than one minimum fee whether in connection with one or more sales. In the event of a sale of more than 50 percent of the equity securities or assets of the Debtors where any of the non-core assets are included in such sale, Piper Jaffray will be entitled only to the payment of the minimum fee even if such sale includes all three businesses. In the event of a sale of more than 50 percent of the equity securities or assets of the Debtors where all three businesses are excluded, Piper Jaffray will not be entitled to the minimum fee. Jean Hosty, a director of Piper Jaffray, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Piper Jaffray can be reached through: Jean E. Hosty Piper Jaffray & Co. 800 Nicollet Mall, Suite 1800 Minneapolis, MN 55402 About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A. as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ FTD COMPANIES: Taps Richards Layton as Co-Counsel ------------------------------------------------- FTD Companies, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Richards, Layton & Finger, P.A. Richards Layton will serve as co-counsel with Jones Day, the other firm handling the Chapter 11 cases of FTD Companies and its affiliates. Richards Layton's hourly rates are: Directors $700 - $975 Counsel $635 - $650 Associates $350 - $530 Paraprofessionals $265 The firm's attorneys and professionals expected to provide the services are: Daniel DeFranceschi $925 Paul Heath $800 Brett Haywood $505 Megan Kenney $420 Sarah Silveira $350 Rebecca Speaker $265 The Debtors paid the firm a retainer in the amount of $170,044 prior to their bankruptcy filing. Daniel DeFranceschi, Esq., a director of Richards Layton, disclosed in court filings that his is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. DeFranceschi disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. DeFranceschi also disclosed that the firm has advised the Debtors in connection with their restructuring efforts and in contemplation of their cases since April 4. The billing rates, except for the firm's standard and customary periodic rate adjustments, and material financial terms have not changed post-petition from the pre-bankruptcy arrangement, according to the attorney. Mr. DeFranceschi also disclosed that the firm, in conjunction with the Debtors, is developing a prospective budget and staffing plan for the cases. Richards Layton can be reached through: Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Brett M. Haywood, Esq. Megan E. Kenney, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: defranceschi@rlf.com heath@rlf.com haywood@rlf.com kenney@rlf.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A. as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ GALINDO CUSTOM: Seeks Access to Ciena Capital Cash Collateral ------------------------------------------------------------- Galindo Custom House Brokers requests the U.S. Bankruptcy Court for the Western District of Texas to authorize the use of cash collateral while it reorganizes and continues operating its business operation. The Debtor agrees to only use cash collateral pursuant to a budget, with a 10% total variance. The Debtor will also keep all income in the accounts approved by the Court. Majority of Debtor's monthly income comes from the warehouse rents at 1651 and 1653 Frontera Road, Del Rio Texas. The Debtor receives rents on these two buildings of approximately $40,600 per month. The Debtor also operates a custom house broker business whereby it receives revenue of approximately $6,000. The Debtor's operational expenses for the custom house broker business are less than $5,000 per month. The Debtor's primary secured debt is to Ciena Capital, LLC, which claims to have an outstanding blanket lien and secured real estate lien over Debtor's warehouses and all of Debtor's assets. The total outstanding principal on these secured debts is approximately $3.50 million. The Debtor also has property tax debt of approximately $147,000, which includes taxes that will come payable January 2020, a property tax loan to Ovation Services of $47,000, and approximately $100,000 in equipment financing debt. The Debtor proposes to grant Ciena Capital monthly adequate assurance payments in the amount of $25,000 per month, Ovation Services $500 per month. The Debtor will also grant Ciena Capital and Ovation Services replacement liens on all inventory, equipment, accounts receivable, real estate, and general intangibles from the Debtor's estate acquired after the bankruptcy filing to the same extent, validity, and priority as existed on the date the Chapter 11 case was filed, and to the extent of cash collateral that is actually used. A copy of the Cash Collateral Motion is available for free at http://bankrupt.com/misc/txwb19-50776-29.pdf About Galindo Custom House Brokers Galindo Custom House Brokers is a privately held company in Del Rio, Texas, that is engaged in the business of freight transportation arrangement. Galindo Custom House Brokers filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50776) on April 1, 2019. In the petition signed by Sergio Galindo, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Ronald B. King oversees the case. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtor's counsel. ILTA GRAIN: Gets Initial Order to Restructure Under CCAA -------------------------------------------------------- ILTA Grain Inc. and NGP Grain Holdings Inc. ("ILTA Group") sought and obtained an initial order of the Supreme Court of British Columbia pursuant to the Companies' Creditors Arrangement Act, which order, among other things, provides that all creditors are stayed from commencing or continuing any proceedings against the ILTA Group until Aug. 7, 2019, subject to any extensions of the initial stay that the Court might grant upon application by the ILTA Group. PricewaterhouseCoopers Inc. LIT was appointed as the monitor. The ILTA Group was slated to seek Court approval for interim financing as well as the authorization to commence a sales process for its assets and operations on July 18, 2019. PwC can be reached at: Pricewaterhousecoopers Inc. LIT PwC Tower 18 York Street, Suite 2600 Toronto, Ontario M5J 0B2 Tel: +1 416-863-1133 Fax: +1 416-365-8215 Monitor's Representative: Michael Vermette Suite 1400 , 250 Howe Street, Vancouver, BC V6C 3S7, Canada Tel: 604-806-7675 Email: michael.j.vermette@ca.pwc.com ILTA Grain -- http://www.iltagrain.com/-- operates pulse handling and processing facilities in Saskatchewan, Canada. INNOVA GLOBAL: Receiver's $632K Sale of Braden's Auburn Assets OK'd ------------------------------------------------------------------- PricewaterhouseCoopers Inc., LIT, the court-appointed receiver of Innova Global Ltd. and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Oklahoma to authorize the sale of all of the tangible assets of the debtor Braden Manufacturing, L.L.C. that are located on or within the premises of the Braden facility at 17 St. Mark Street, Auburn, Massachusetts and certain other related assets, to Industrial Assets Corp., Maynards Industries Canada, Ltd. and Thomas Industrial Machinery Co., Inc., also known as DeCosmo Industrial Auctions, for $632,317. The sale is free and clear of all liens, with such liens attaching to the proceeds. Notwithstanding any provision in the Bankruptcy Rules to the contrary, the Court finds there is no reason for delay in the implementation of the Order and, accordingly: (i) the terms of the Order will be immediately effective and enforceable upon its entry; (ii) the Receiver is not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order; (iii) every automatic stay that might apply to the Order, including the stays provided in Bankruptcy Rules 6004(h) and 6006 (d) and Rule 62 of the Federal Rules of Civil Procedure, are waived; and (iv) the Receiver may, in its discretion and without further delay, take any action and perform any act authorized under the Order. About Innova Global Ltd. Innova Global Ltd. is a full service engineering, fabrication, procurement and construction company specializing in air and noise emissions control, acoustic consulting, gas turbine systems, heat recovery, modular gas compression facilities, and turnkey building solutions primarily for oil & gas, power generation, and industrial customers. Innova Global and its affiliates are a group of Canadian-based companies -- http://www.pwc.com/car/innova-- that have been placed into a receivership proceeding under the Bankruptcy and Insolvency Act in Canada, which is a foreign proceeding within the meaning of 11 U.S.C. Section 101(23). The proceedings are pending before the Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada. The Debtors' U.S. operations are based in Tulsa, Oklahoma. On April 1, 2019, the Canadian Court appointed Paul J. Darby at PricewaterhouseCoopers Inc. LIT, as the Receiver. On April 4, 2019, Innova Global Ltd., and affiliates (i) Innova Global Operating Ltd; (ii) Innova Global Limited Partnership; (iii) 1938247 Alberta Ltd.; (iv) Innova Global Holdings Limited Partnership; (v) Innova Global, Inc.; (vi) Innova Global, LLC (Bankr. N.D. Okla. Case No. 19-10659); and (vii) Braden Manufacturing, L.L.C., through the Receiver, each filed a Chapter 15 petition (Bankr. N.D. Okla. Lead Case No. 19-10653). Judge Dana L. Rasure is assigned to the cases. John E. Howland, Esq., at Rosenstein, Fist & Ringold; and Steve A. Peirce, Esq., at Norton Rose Fulbright US LLP, are counsel in the U.S. cases. The Receiver's U.S. counsel can be reached at: John E. Howland ROSENSTEIN, FIST & RINGOLD 525 South Main, Suite 700 Tulsa, Oklahoma 74103 Telephone: (918) 585-9211 Facsimile: (918) 583-5617 E-mail: johnh@rfrlaw.com - and - Steve A. Peirce, NORTON ROSE FULBRIGHT US LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205-3792 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 E-mail: steve.peirce@nortonrosefulbright.com J. LEVINE AUCTION: Trustee Taps Guttilla Murphy as Legal Counsel ---------------------------------------------------------------- Peter Davis, the Chapter 11 trustee for J. Levine Auction & Appraisal LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Guttilla Murphy Anderson as its legal counsel. The firm will advise the trustee of its powers and duties under the Bankruptcy Code; assist in locating and collecting assets of the Debtor's bankruptcy estate; and provide other legal services in connection with the Debtor's Chapter 11 case. The firm's hourly rates are: Partners/Of Counsel $360 Senior Associates $310 Associates $285 Law Clerks $150 Paralegals $110 - $175 Legal Assistants $110 - $175 Ryan Anderson, Esq., a shareholder at Guttilla, disclosed in court filings that the firm and its members are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Guttilla can be reached through: Ryan W. Anderson, Esq. Guttilla Murphy Anderson 5415 E. High Street, Suite 200 Phoenix, AZ 85054 Phone: (480) 304-8300 About J. Levine Auction Based in Phoenix, Arizona, J. Levine Auction & Appraisal LLC -- https://www.jlevines.com/ -- sells fine jewelry, antique firearms, rare handbags, collectible coins, stunning decor, fine art, and more. J. Levine was established in 2009 by Josh Levine. The Company operates out of a 75,000 square foot facility in downtown Phoenix. J. Levine filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-02843) on March 15, 2019. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in debt. The Debtor's counsel is Wesley Denton Ray, Esq., at Sacks Tierney P.A., in Scottsdale, Arizona. The U.S. Trustee appointed four creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. Peter S. Davis was appointed as the Debtor's Chapter 11 trustee. The Chapter 11 trustee is represented by Guttilla Murphy Anderson. JANE STREET: S&P Affirms BB- Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit and senior secured debt ratings on Jane Street Group LLC (Jane Street). The outlook on the long-term issuer credit rating is stable. S&P said, "The affirmation reflects Jane Street's capitalization, performance, and liquidity--all of which are in line with our expectations. The firm continues to generate strong profitability after a very strong 2018. It has increased its bank loan outstanding twice in the last 12 months (by a total of $630 million) to provide additional trading capital to support growth of its trading business and to build its liquidity buffer. We view the additional liquidity positively, but we believe that Jane Street will deploy some of it to support further expansion of the trading book and that additional liquidity is necessary to offset margin-call risk from considerable growth in the trading book, including open options positions. Growth in trading risk exposure over the last year has lowered the firm's RAC ratio to 9.3% as of March 31, 2019. While this remains in line with our expectations, it leaves less room for further increases in trading risk without commensurate growth in equity. "The stable outlook reflects our expectation for solid, albeit potentially volatile, profitability, with no large losses as Jane Street continues to expand its trading business. Further, we expect the firm to maintain adequate risk-adjusted capitalization, including a RAC ratio around 9% and required margin to equity below 75%, as well as liquidity to offset margin-call exposure, including margin to net trading capital below 60%." S&P could lower the ratings in the next 12 months if: -- the firm suffers significant losses or prolonged weak results, -- S&P expects the RAC ratio to fall below 8%, or; -- liquidity deteriorates. S&P could raise the ratings over the same time horizon if it expects the firm to sustain its RAC ratio above 11% and liquidity improves. JC PENNEY: Egan-Jones Assigns CCC+ Sr. Unsecured Debt Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on July 8, 2019, assigned CCC+ foreign currency and local currency senior unsecured ratings on debt issued by JC Penney Co Incorporated. J. C. Penney Company, Inc. is an American department store chain with 864 locations in 49 U.S. states and Puerto Rico. JERRY TORRES: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- Jerry Torres Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to use cash collateral to continue daily operation of its business and to fund its plan. Secured Creditors, Capital Asset Based Lending Fund I, LP and Pender West Credit 1 REIT, LLC, assert an interest in Debtor's cash collateral. The indebtedness claimed by Secured Creditors is primarily monies owed for money loaned to refinance existing debt and to pay off tax debts. As adequate protection, the Debtor proposes to provide Secured Creditors with lien on post-petition cash, deposits and rents. A copy of the Cash Collateral Motion is available for free at http://bankrupt.com/misc/txwb19-51375-30.pdf About Jerry Torres Properties Jerry Torres Properties, LLC, is a privately held company in San Antonio, Texas that operates in the restaurants industry. Jerry Torres Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-51375) on June 4, 2019. In the petition signed by its manager, Rejinaldo Torres, the Debtor has estimated assets and liabilities of less than $10 million. Judge Ronald B. King oversees the case. The Debtor is represented by Nathan C. Cace, Esq. at the Law Office of Nathan C. Cace, P.C. JOSE L. RUIZ RAMIREZ: Selling San Sebastian Property for $225K -------------------------------------------------------------- Jose L. Ruiz Ramirez and Miriam I. Torres Gonzalez ask the U.S. Bankruptcy Court for the District of Puerto Rico to authorize their sale of their agricultural farmland with a residential structure located at SR109, Km. 26.5, Interior Culebrina Ward, San Sebastian, Puerto Rico, a site of 22 "cuerdas," to Transporte de Agregados del Pepino, Inc. for $225,000. Per the Property Register records, the property appears titled to Miriam Ivette Torres Gonzalez, join-debtor in the case. No liens nor encumbrances appear recorded against the subject property in the Property Register records, as per the enclosed title search. The Debtors' estimate value of the property has been informed in the schedules filed in an amount of $225,000. The last appraisal reports for both portions of the entire property (farmland and residential) are dated March 26, 2016. The Debtors inform that they assumed as unexpired Lease Agreement With Option to Purchase (the Lease/Option Agreement) entered into with Mr. Iván Rosado Cancel, approved by the Court, containing a transaction contemplated in the confirmed plan dated Feb. 2, 2017 as amended. According to the Lease/Option Agreement signed May 5, 2014, the lessee had to exercise his option to purchase by Jan. 10, 2019, which he did not because he was not able to produce the amount of money necessary to complete the agreed sales price in total. Given the lack of feasibility of the option holder, as an individual, to exercise the option to purchase as originally agreed on the May 5, 2014, the corporation Transporte de Agregados del Pepino, Inc., a domestic for profit corporation, was presented by the realtor as an interested proposed purchaser, honoring the purchase-sale offer at the price originally agreed at $250,000. However, the purchase price is divided in four installments, as follows: one (1) lump payment of $150,000 at closing and three deferred installments of $25,000 plus single interest at the rate of 7% (adjusted to $26,750) per installment, to be paid each at the end of each subsequent year until completion. The total principal and interest to be paid for the deferred installments produces the sum total of $80,250 at the end of the three-year period from the closing date, for a grand total of $230,250. The parties have entered into their new Purchase-Sales Promise Agreement. The amount of principal offered is $720 under the last appraisal report for this property, valued at $225,720 for the 22 cuerdas. Nonetheless, the Debtors believe that the price oobtained in the private offer is reasonable considering that: (i) it maintains the original purchase price agreed upon plus 7% interest ($5,250) over the three years for the $75,000 in deferred purchase price installments, and (ii) due to the actual conditions of the residential property which had remained vacant without receiving maintenance with an overall condition described as "poor," and extensive repairs and work required for his property estimated at $40,000 as of March 26, 2016. In compliance with LBR 6004-1, the Debtors respectfully submit that the proposed sale of estate property not in the ordinary course of business is in their best business judgment and after conducting reasonable marketing efforts, at least equal to or more than the actual value of the property. Also, the instant motion is being filed describing the scope and content of the sale, and giving notice to creditors, parties in interest and affected parties of not less than 21 days notice and opportunity to object to the proposed action. Upon entry of Order by the Court, the Debtors' Trustee intends to close the sale pursuant the following: the estimated proceeds and payments, including payment of administrative expenses, are detailed in the itemized Private Settlement Statement break down of the proceed (Exhibit 5). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/JOSE_RAMIREZ_134_Sales.pdf Jose L. Ruiz Ramirez and Miriam I. Torres Gonzalez filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-03552) on May 2, 2016. Edgardo Mangual Gonzalez, Esq., at EMG Despacho Legal, CRL, serves as the Debtor's bankruptcy counsel. KB HOME: Egan-Jones Lowers Commercial Paper Ratings to B -------------------------------------------------------- Egan-Jones Ratings Company, on July 9, 2019, downgraded the foreign currency and local currency ratings on commercial paper issued by KB Home to B from A3. KB Home is a home building company based in the United States, founded in 1957 as Kaufman & Broad in Detroit, Michigan. It was the first company to be traded on the NYSE as a home builder and was a Fortune 500 company from 2000 through 2008. Its headquarters are in Los Angeles, California. KB HOME: Moody's Raises CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------- Moody's Investors Service upgraded KB Home's Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, the rating on its senior unsecured notes to Ba3 from B1, and the rating on its senior unsecured shelf registration to (P)Ba3 from (P)B1. The company's Speculative-Grade Liquidity Rating was affirmed at SGL-2. The rating outlook was changed to stable from positive. The ratings upgrade reflects KB Home's deleveraging accomplished through its debt reduction strategy, and Moody's expectation that the company will maintain conservative financial policies and continue to de-lever in line with its stated total debt to capitalization target of 35% to 45%. Moody's projects KB Home's homebuilding debt to capitalization will be below 45% by its fiscal 2019 year end and decline further to the low 40% range in fiscal 2020. The rating action also reflects Moody's expectation of a favorable growth trajectory for KB Home given its growing community count, solid new order bookings of +15% in Q2 2019, healthy backlog of $2.2 billion, as well as the company's price point and product category as it focuses on the more affordable first-time home segment for half of total revenue. The ratings upgrade is also supported by KB Home's position as a large scale homebuilder with $4.4 billion in revenue and about 11,300 of home deliveries for the LTM period ended May 31, 2019. Moody's anticipates that the company will continue to make strides in its gross margin improvement through utilization of newer land, lower interest charged to cost of sales resulting from recent debt reductions, and the anticipated product mix shift to higher ASP communities given recent openings. The following rating actions were taken: Upgrades: Issuer: KB Home Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Corporate Family Rating, Upgraded to Ba3 from B1 Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: KB Home Outlook, Changed To Stable From Positive Affirmations: Issuer: KB Home Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE KB Home's Ba3 CFR is supported by: 1) a more conservative financial policy focused on improving the balance sheet in line with the company's stated total debt to cap target of 35% to 45%, and Moody's expectation for continued deleveraging through earnings retention and debt reduction; 2) KB Home's large scale with revenues of $4.4 billion, home deliveries of about 11,300, and equity balance of $2.2 billion for the LTM period ended May 31, 2019, making it one of the ten largest homebuilders in the US by revenue; 3) approximately half of KB Homes' sales generated by the first-time home buyer segment, and Moody's expectation that the company will benefit from the demand of the millennial population anticipated to enter the housing market over the next several years; and 4) Moody's expectation that underlying fundamentals will remain healthy in 2019, in line with the rating agency's stable outlook for the homebuilding industry. At the same time, the company's credit profile is constrained by: 1) KB Home's concentration in California, from where it derives nearly half of its total revenues and close to one third of deliveries; 2) KB Home's supply of inactive land of 4% of total inventory as of May 31, 2019, which tends to generate below company average gross margins, although Moody's acknowledges that KB Home continues to make strides in reducing its inactive land position; 3) risks of shareholder-friendly actions, including dividends and share repurchases, although Moody's would expect them to be modest; and 4) risks of potential operational disruptions of the company's KBHS mortgage financing joint venture, which provides financing to the majority of KB Home's customers, given the recent bankruptcy filing of its joint venture partner's parent. The stable outlook reflects Moody's expectation that stable conditions in the US homebuilding market will persist over the next 12 to 18 months and support KB Home's financial strength and operating performance. The Speculative Grade Liquidity Rating of SGL-2 reflects KB Home's good liquidity profile, supported by its cash position of about $180 million, Moody's expectations of positive cash flow generation and substantive availability under the $500 million unsecured revolving credit facility expiring in July 2021, as well as good cushion under financial covenants. The ratings could be upgraded if KB Home's homebuilding debt to book capitalization declined below 40%, homebuilding EBIT coverage of interest increased above 5.0x, and gross margins approached 20%. Maintenance of a good liquidity profile and conservative financial policies, and solid conditions in the homebuilding industry would also be important considerations for an upgrade. The ratings could be downgraded if the company's homebuilding debt to book capitalization reverses and starts trending toward 50%, homebuilding EBIT coverage of interest is sustained below 4.0x, gross margins decline to less than 18%, liquidity profile weakens, or if homebuilding industry conditions were to deteriorate. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Headquartered in Los Angeles, KB Home is one of the country's largest homebuilders, with a presence in 38 markets and four geographic regions, including the West Coast, Southwest, Central, and Southeast. The company builds attached and detached single-family residential homes, townhomes and condominiums for first-time, first move-up and active adult homebuyers. In the LTM period ended May 31, 2019, KB Home's total revenues and consolidated net income were $4.4 billion and $262 million, respectively. LOUIS CAPRA: $1.75M Sale of Rockford Property to Green Approved --------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Louis John Capra's sale of the real property commonly known as 4815-60 Creekview Road, Rockford, Illinois Green Property Acquisitions, LLC or their assignees for $1.75 million. The sale is "as is," free and clear of liens, with the liens, if any, attaching to the proceeds. The Debtor is authorized to execute such documents, including deeds and other instruments of conveyance, and to do such things as may be necessary to effect and consummate the sale contract, including the payment of title premiums, attorney's fees, and any and all reasonable costs and expenses of closing to conclude said sale and transfer of real estate to Green. The Debtor is authorized to partially satisfy valid claims and perfected liens encumbering the Property. The proposed distribution of the net sale proceeds to McCormick 106, LLC and Midwest Community Bank is approved, with 5/8 of the sale proceeds to be paid to McCormick 106, LLC and 3/8 of the sale proceeds to be paid to Midwest Community Bank. Both Lienholders will still be owed money and have additional collateral. No monies will be available for unsecured creditors. The Debtor is authorized to pay out of the proceeds of the sale the real estate commission owing to Marcus and Millichap Real Estate the sum of 5% as outlined in the Contract, equal to the sum of $87,500. McCormick 106, LLC's limited Objection is sustained as to the payment of the $17,500 to pay the Debtor's U.S. Trustee Quarterly Fee. This amount will not be paid from the sale proceeds. Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the effect of the Order is not stayed for 14 days. The Debtor's counsel will send Notice of the Order to all creditors on July 16, 2019. Any objections to the Order must be filed no later than July 18, 2019 at 11:59 p.m. (CT). Louis John Capra sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-15935) on June 4, 2019. The Debtor filed pro Se. LSC COMMUNICATIONS: Moody's Lowers CFR to B2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded LSC Communications, Inc.'s corporate family rating to B2 from B1, its probability of default rating to B2-PD from B1-PD, senior secured revolving bank credit facility rating to Ba2 from Ba1, senior secured term loan B rating to B2 from B1, and senior secured notes rating to B2 from B1. At the same time, LSC's speculative grade liquidity was downgraded to SGL-3 (adequate) from SGL-2 (good). LSC's outlook remains stable. "We downgraded LSC's ratings because we expect leverage of debt/EBITDA to remain above 4x and potentially creep higher as the ongoing digitization of communications and commerce causes advertising revenues to shift to internet-based platforms, causing continued pressure on printing company revenues and margins," said Bill Wolfe, a Moody's senior vice president. Wolfe also indicated that with regulatory approval of LSC's acquisition by Quad/Graphics, Inc. (Ba3 negative) now looking to be more uncertain, a turnaround in performance that would run against longstanding and continuing secular pressures, together with attendant de-levering, was not expected. The following summarizes LSC's ratings and the actions: Rating downgrades: Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured Revolving Bank Credit Facility, Downgraded to Ba2 (LGD2) from Ba1 (LGD2) Senior Secured Term Loan B, Downgraded to B2 (LGD3) from B1 (LGD4) Senior Secured Notes/Debentures, Downgraded to B2 (LGD3) from B1 (LGD4) Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Action: Remains Stable RATINGS RATIONALE LSC Communications, Inc.'s, B2 rating is driven by declining commercial printing industry revenue coupled with management's decision to allocate free cash flow on print-related acquisitions rather than debt reduction. Acquisitions and anticipated synergies carry execution risks. Moody's expects adjusted leverage of debt/EBITDA remaining above 4x through 2020 (4.2x at 31Mar19), a level that is aggressive given elevated business risks stemming from ongoing negative organic growth in the commercial printing industry. LSC's credit profile benefits from good aggregate scale (revenue of $3.7 billion), a flexible cost structure, and ~$50 million per year of liquidity-bolstering free cash flow before spending on acquisitions. LSC has agreed to be acquired by Quad/Graphics, Inc. (Quad; Ba3 negative) in an all-stock transaction valued at approximately $1.4 billion, however, on June 20, 2019, the United States Department of Justice sued to block the transaction. While Quad intends to repay and refinance LSC's debts upon merger, LSC's credit profile is assessed on a stand-alone basis pending the transaction's close. LSC's SGL-3 adequate liquidity arrangements are based on expectations of about $50 million of annual free cash flow, and $125 million of availability under its $400 million revolving credit facility which matures in September 2021. Covenant compliance cushions of about 15% are modest given the inherent volatility in the company's operations. LSC has little in the way of easily saleable non-core assets that could monetized to generate alternate liquidity. The stable outlook is based on expectations of EBITDA remaining in a 4x to 4.5x range through 2020 (4.2x at 31Mar19). Factors that Could Lead to an Upgrade Given growing revenues and cash flow along with maintenance of solid liquidity, LSC's rating could be upgraded to B1 were i) leverage of Debt/EBITDA expected to be sustained below 3.5x (4.2x at 31Mar19). Factors that Could Lead to a Downgrade LSC's rating could be downgraded to B3 if: i) leverage of Debt/EBITDA was expected to be sustained above 4.5x or ii) were liquidity arrangements to deteriorate; or iii) business' fundamentals to worsen, evidenced by, for example, either margin compression or accelerating organic revenue declines. The principal methodology used in these ratings was Media Industry published in June 2017. M BRANDS: Case Summary & 5 Unsecured Creditors ---------------------------------------------- Debtor: M Brands, LLC fka Ezip Labs, LLC 2661 N. Pearl St., PMB #404 Tacoma, WA 98407 Business Description: M Brands, LLC is a privately held company whose principal assets are located at 2415 Airport Way South Seattle, WA 98134. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Case No.: 19-42348 Judge: Hon. Brian D Lynch Debtor's Counsel: Brett L. Wittner, Esq. MORTON MCGOLDRICK, PLLC 820 A Street, Suite 600 Tacoma, WA 98402 Tel: 253-627-8131 E-mail: BLWittner@bvmm.com Total Assets: $3,106,825 Total Liabilities: $2,262,963 The petition was signed by Christian Vara, manager/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/wawb19-42348.pdf MED PARENTCO: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to MED ParentCo L.P., which will become the ultimate parent of CVS Holdings I L.P. (operating as MyEyeDr) at the closing of Goldman Sachs Merchant Banking Division's acquisition of the optical retailer. The issuer credit rating S&P assigned to MED ParentCo is the same as the existing rating on CVS Holdings, which S&P will withdraw at transaction close. S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed first lien credit facility, which includes a $125 million revolver due 2024 and a $845 million term loan due 2026. S&P also assigned its 'CCC+' issue-level rating with a '6' recovery rating to the proposed $360 million second-lien term loan due 2027. S&P said, "Very high debt burden but we expect deleveraging over the next year. Our ratings on MyEyeDr. reflect elevated debt level following the Goldman Sachs buyout, which nearly doubles the nominal debt outstanding at year-end 2018, the company's small scale within the optical retail industry, combined with our expectation for meaningful deleveraging one-year post closing. MED is growing rapidly and has a large pipeline of acquisitions this year that we expect to result in 30%-35% office growth in 2019, which increases execution risks. Still, we expect acquired offices to generate good organic growth for several years after integration (consistent with historical performance) as well as margin enhancement that we think acts as a tailwind to reduce very high leverage. As a result, we expect leverage to improve to the low-7x area at year-end 2020 from about the low-8x area on a pro forma basis at closing of the buyout transaction." The stable outlook on MyEyeDr. reflects a moderate improvement in credit measures as the company grows profits and cash flows organically and through acquisitions. S&P expects debt to EBITDA to be in the low-7x area by year-end 2020 from the low-8x on pro forma basis. S&P said, "We could lower the rating if the performance improvement we anticipate does not transpire, leading to leverage remaining above 8x by year-end 2020. This could occur if increased competitive pressures or office integration setbacks inhibit profit improvement. Additional factors that could trigger a downgrade include large cash outlays to acquire offices with insufficient EBITDA contribution, or debt-funded dividends to the financial sponsors. "While unlikely in the next year, we could raise the rating if the company's performance exceeded our expectations and we expected leverage to decline to and remain at around 5x. This could occur if new acquisitions provide larger-than-anticipated profit contributions as they are integrated into the company's model, and same-store sales growth is in high-single-digit area. We would also consider a material debt deleveraging for an upgrade, absent a sponsor-led leveraging event." MEDICAL PROPERTIES: S&P Alters Outlook to Stable, Affirms BB+ ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed all of its ratings on Birmingham, Ala.-based Medical Properties Trust Inc. and its operating partnership, MPT Operating Partnership L.P. (collectively, Medical Properties Trust), including its 'BB+' issuer credit rating. The outlook revision follows Medical Properties Trust's announcement that it has acquired $3 billion of hospitals thus far in 2019 in a relatively leverage-neutral manner, reducing the company's concentration to its top tenant, Steward Health Care, to approximately 30%. Meanwhile, S&P affirmed its 'BBB-' issue-level rating on Medical Properties Trust's senior unsecured notes. The '2' recovery rating is unchanged, indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 85%) for lenders in the event of a payment default. MPT Finance Corp. is a co-borrower on the notes. The revised outlook reflects Medical Properties Trust's improved tenant diversification as exposure to top tenant Steward Health Care (unrated) has been reduced to 30.3% from 39.5% as of year-end 2018 following the recently announced acquisitions. Medical Properties Trust announced that it has acquired 24 hospital facilities for $1.75 billion, bringing the company's year-to-date acquisition total to $3.0 billion (at a blended capitalization rate of 8.2%). In conjunction with this announcement, Medical Properties Trust also announced that it would issue 45 million common shares (representing $746 million of net proceeds) to help fund these transactions, which will increase the company's equity issuance to over $1.1 billion for the year. S&P Global Ratings' stable outlook on Medical Properties Trust reflects the company's still significant, albeit reduced, tenant concentration risk, offset by relatively stable cash flows from long-term triple-net leases and adequate tenant-level rent coverage levels. The outlook also reflects the company's aggressive acquisition appetite, which is largely mitigated by its historical track record of issuing equity to help fund growth. S&P projects S&P Global Ratings-adjusted debt to EBITDA to be in the mid-6x area over the next 12-24 months. S&P could lower the rating if tenants experience industry-related pressure that causes rent coverage levels to weaken considerably, or if any large tenant files for bankruptcy protection. Given the company's healthy appetite for acquisitions, S&P could also lower the rating if it increases its concentration to its top tenants or if it fails to issue a significant amount of equity to fund its growth. A downgrade could occur if S&P Global Ratings-adjusted debt to EBITDA rises back above 7.0x for a sustained period, or if debt to undepreciated capital rises above 55%. Although highly unlikely over the next 12 months, given the significant tenant concentration and special-purpose nature of Medical Properties Trust's assets, S&P could consider raising the issuer credit rating if the company increases its scale, further diversifies its tenant base such that no tenant represents more than 20% of revenues, and modestly improves its credit protection measures from current levels. S&P would also consider an upgrade if the company reduces leverage such that adjusted debt to EBITDA declines below 4.5x and debt to undepreciated capital falls below 40%. MESKO RESTAURANT: $1.1M Sale of All Assets to Rock & Brews Approved ------------------------------------------------------------------- Judge Catherine E. Bauer of the U.S. Bankruptcy Court for the Central District of California authorized Mesko Restaurant Group II, Inc. and its debtor-affiliates to sell substantially all assets to Rock & Brews Holding, LLC for $1.1 million, plus additional consideration. A hearing on the Motion was held on July 3, 2019 at 10:00 a.m. The sale is granted provided, that the sale of restaurant equipment located in the Vacaville, California restaurant operated by Debtor MRG Management, Inc. is subject to the security interests, if any, held by BFG Corp., Hitachi Capital America Corp. and Pawnee Leasing Corp. About Mesko Restaurant Group II Mesko Restaurant Group, d/b/a Rock & Brews Buena Park, operates bar & grill restaurants offering a menu of pizza, burgers & pub grub, plus a diverse beer list. Mesko Restaurant Group II, Inc., based in Lake Forest, CA, and its affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-11830) on May 13, 2019. In the petition signed by Joshua Teeple, chief restructuring officer, Mesko Restaurant Group II estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Catherine E. Bauer oversees the cases. Mesco tapped Marshack Hays LLP, the Law Offices of Langley & Chang, and Weiland Golden Goodrich LLP, as attorneys. MICROVISION INC: Incurs $9 Million Net Loss in Second Quarter ------------------------------------------------------------- MicroVision, Inc. issued a press release on July 18, 2019, announcing its second quarter 2019 results. The Company reported a net loss of $8.99 million on $1.24 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $8.45 million on $2.01 million of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $17.05 million on $3.09 million of total revenue compared to a net loss of $15.59 million on $4.20 million of total revenue for the six months ended June 30, 2018. As of June 30, 2019, the Company had $14.24 million in total assets, $18.97 million in total liabilities, and a total shareholders' deficit of $4.73 million. "We completed the required work under the development portion of the April 2017 contract and this month we received final payment for that work, bringing the total development payments to $15 million. This month we expect to begin shipping production units to this customer," said Perry Mulligan, MicroVision's chief executive officer. "Additionally, to enable product launches on a global scale for our customers we developed and demonstrated a module that enables Class 1 laser products with the same brightness as Class 3R. We believe our Class 1 laser solution for interactive display and display-only products increases the market size and ease of launch for our customers while maintaining the performance characteristics they value," Mulligan added. A full-text copy of the press release is available for free at: https://is.gd/V9VZ6s About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com-- is the creator of PicoP scanning`technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. PicoP scanning technology is based on the Company's patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $17.20 million in total assets, $19.63 million in total liabilities, and a total shareholders' deficit of $2.43 million. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MILLERS LANE CENTER: Seeks Access to Cash Collateral Until Aug. 30 ------------------------------------------------------------------ Millers Lane Center, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Kentucky to use cash collateral on an interim basis through the week ending Aug. 30, 2019. The Debtor wants to meet its ordinary and necessary postpetition expenditures through use of approximately $116,325 of cash collateral. Eclipse Bank, Inc. has claims against the Debtor arising from three debt instruments, secured in part by an Assignment of Rents affecting Debtor's interest in the real property commonly identified as 2501 Millers Lane. The Debtor believes that the rents derived from the real property constitute Eclipse Bank's cash collateral. The Debtor proposes to grant Eclipse Bank replacement liens on all collateral of the same type and priority as Eclipse Bank held as valid and properly perfected lines prior to the Petition Date. A copy of the Cash Collateral Motion is available for free at http://bankrupt.com/misc/kywb19-32095-7.pdf About Millers Lane Center Millers Lane Center LLC is a privately held company in the general rental centers industry. Millers Lane sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-32095) on July 2, 2019. In the petition signed by its managing member, Mark S. Brewer, the Debtor estimated assets and liabilities of less than $10 million. The Debtor is represented by Charity S. Bird, Esq. at Kaplan Johnson Abate & Bird LLP. The Hon. Joan A. Lloyd is assigned to the case. MONDORIVOLI LLC: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Mondorivoli, LLC 873 East Third Street Durango, CO 81301 Business Description: Mondorivoli LLC is a real estate investment company in Durango, Colorado. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-16157 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Kenneth J. Buechler, Esq. BUECHLER LAW OFFICE, LLC 999 18th St. Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Fax: 720-381-0392 E-mail: ken@kjblawoffice.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean-Pierre Bleger, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob19-16157.pdf List of Debtor's Six Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Basin Property $1,850,000 2. Colorado Dept. of Revenue $0 1375 Sherman Street Denver, CO 80261 3. Fairview Capital $800,000 75 Isham Road, Suite 200 West Hartford, CT 06107 4. Four Corners $5,369,283 Community Bank 2685 Main Avenue Durango, CO 81301 5. Internal Revenue Service $0 PO Box 7346 Philadelphia, PA 19101 6. La Plata County Treasurer $85,498 1060 Main Avenue, Suite 103 Durango, CO 81301 MVK INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to MVK Intermediate Holdings, LLC. MVK and its operating subsidiaries are financing the merging of Wawona Delaware Holdings LLC (Wawona) with Gerawan Farming (Gerawan) by issuing and guaranteeing about $335 million of first-lien debt. There is also a $340 million first-lien term loan (not rated) issued by a separate unrestricted subsidiary (Wawona Farm Co. LLC) established to own the company's farmland, which the company will pledge as collateral for the loan. S&P consolidated this debt in its analysis and estimate pro forma adjusted leverage is about 6.4x. Meanwhile, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the proposed $60 million senior secured revolving credit facility maturing 2024 and $335 million senior secured first-lien term loan maturing 2026. S&P's '2' recovery rating on this debt reflects its expectation for substantial (70% to 90%; rounded estimate: 75%) recovery in the event of payment default. The 'B' rating on MVK primarily reflects its small scale, narrow product and geographic focus, and high degree of leverage, albeit with a demonstrated history of good operating execution and FOCF generation. S&P said, "The stable outlook reflects our expectation that the company will integrate the Wawona Packing and Gerawan Farming businesses smoothly leading to continued mid-single-digit sales growth, adjusted EBITDA margins of at least 25%, and annual FOCF of at least $30 million. We anticipate debt to EBITDA will remain near or below 6x in the 12 months following the close of the transaction. "We could lower the rating if there are unforeseen integration delays or if there's an unforeseen disruption in the harvest of production, which reduces volumes leading to declining profitability and annual FOCF falling below $10 million. We could also lower the rating if the company adopts a more aggressive financial policy through additional debt-financed acquisitions or dividends that leads to debt to EBITDA approaching 7.0x. "While unlikely within the next 12 months, we could raise the ratings if the company materially increases its scale by expanding its product portfolio and customer base. We could also raise the rating if the company demonstrates a more conservative financial policy and commits to maintaining debt to EBITDA below 5x." MYLABDFW LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: MyLabDFW, LLC 580 Commerce St 150 Southlake, TX 76092-9155 Business Description: MyLabDFW, LLC owns and operates medical laboratory testing facilities. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 19-42920 Judge: Hon. Mark X. Mullin Debtor's Counsel: Robert Thomas DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 W. 15th St., Ste 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Total Assets: $0 Total Debts: $2,240,548 The petition was signed by Lanny Wilkinson, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-42920.pdf NASCAR HOLDINGS: S&P Assigns 'BB' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'BB' issuer credit rating to Florida-based sports entertainment operator NASCAR Holdings LLC and its 'BB' issue-level rating and '3' recovery rating to the proposed senior secured facility. NASCAR (expected to be the successor borrower and converted from NASCAR Holdings, Inc. at close) plans to issue a senior secured credit facility consisting of a $150 million revolving credit facility and a $1.41 billion term loan B. The company will use proceeds to fund the acquisition of racetrack operator International Speedway Corp. (ISC), and to pay down existing debt. S&P said, "Our 'BB' rating reflects our expectation for aggressive levels of leverage, the susceptibility of the company's admissions and sponsorship revenue to the economic cycle, and competition from substitute entertainment and sports. Partially offsetting these factors are the stability of NASCAR's contracted recurring media rights revenue, the strength of the brand, and it's still significant fan base in the U.S. despite declining attendance and viewership over the past several years. "The stable rating outlook reflects leverage that will be in the 4x area or greater through 2020, which represents a significant cushion compared to our 5x downgrade threshold. "A downgrade is unlikely over the next 12 months given our expectation that the company will utilize free cash flow to reduce leverage. However, we could lower our rating if admissions revenue declines substantially likely from worsening economic conditions, or if viewership trends weaken possibly signaling a secular shift of interest away from NASCAR events, causing adjusted debt to EBITDA to be sustained above 5x. "We could revise the outlook to positive once the company utilizes free cash flow for debt repayment to the extent that we believe it will sustain leverage below 4x. We could raise the rating once leverage is sustained comfortably below 4x and admissions revenues and viewership trends stabilize." NATURE'S SECOND: Ritchie Bros.' Auction of Equipment Approved ------------------------------------------------------------- Judge William V. Altenberger of the U.S. Bankruptcy Court for the Southern District of Illinois authorized Nature's Second Chance Leasing, LLC (i) to engage Ritchie Bros. Auctioneers (America), Inc., as auctioneer, and (ii) to sell the equipment listed on Exhibit C at auction. The sale will be free of all liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the proceeds of sale. The Auctioneer will receive the compensation and reimbursement of expenses as provided in the Motion. The net proceeds from the auction sale of the Sale Property will be paid by the Auctioneer to the Debtor's counsel, and the Debtor's counsel will hold such net proceeds in trust pending further Order of the Court. The prior auction sale of the property described on Exhibit C to the Sale Motion is ratified and approved in all respect, and the Auctioneer may be compensated for such sale, provided, that all proceeds of such prior auction sale will be held in trust by the Debtor's counsel. The Order will take immediate effect and the 14-day period provided by Fed. R. Bankr. P. 6004(h) will not apply so that the sales may close immediately. A copy of the Exhibit C attached to the Motion is available for free at: http://bankrupt.com/misc/Natures_Second_182_Sales.pdf About Nature's Second Chance Leasing Nature's Second Chance Leasing, LLC, is a trucking company based in Alton, Illinois. It was in the business of owning trucks, tractors, trailers, skid steers, and other Bobcat(R)-branded equipment, which it leased to its affiliated entity, Nature's Second Chance Hauling, LLC. Nature's Second Chance Hauling sought bankruptcy protection (Bankr. S.D. Ill. Case No. 18-30328) on March 19, 2018. Nature's Second Chance Leasing sought Chapter 11 protection (Bankr. S.D. Ill. Case No. 18-30777) on May 23, 2018. In the petition signed by Vern Van Hoy, managing member, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Steven M. Wallace, Esq., at Heplerbroom, LLC, as counsel. NICE SERVICES: Court Abates Resolution on Cash Collateral Use ------------------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has entered an order abating consideration on Nice Services, Inc.'s Motion to Use Cash Collateral Nunc Pro Tunc and Providing Adequate Protection until the deficiency is corrected. The Court has determined that the motion , is deficient because: "Service upon the Parties in Interest List, defined by Local Rule 1007−2 a current mailing matrix obtained from the Clerk of Court is not indicated. Local Rule 9013−1(e)." About Nice Services Inc. Nice Services, Inc. is a privately held company headquartered in Tampa, Fla. Nice Service filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 19-04386) on May 9, 2019. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Thomas C. Little, P.A., led by founding partner Thomas C. Little, is serving as the Debtor's counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case. NORTHERN LIGHT: Moody's Affirms Ba1 on $391MM Debt, Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service affirmed Northern Light Health's Ba1 rating, affecting approximately $391 million of outstanding debt. The outlook was revised to stable from negative. RATINGS RATIONALE The rating affirmation and outlook revision to stable reflect expected near-term improvement in margins from significant turnaround initiatives, which will be aided by the NLH's centralized corporate services, greater rigor and discipline around budgeting and a consultant engagement. Also, recent Medicaid expansion will reduce bad debt and contribute to better margins. NLH's market share will grow from selective mergers with smaller hospitals as the state continues to consolidate. Despite these stabilizing factors, the rating incorporates several challenges that will be elevated for at least two years. These challenges include the rollout of electronic medical records and meeting operating improvement targets, both of which will drive higher temporary costs and modest margins. Margins will also be constrained by social considerations, primarily statewide workforce challenges that will require temporary labor. Moderate liquidity is not expected to improve during this period given modest cashflow and potential disruptions in billing or productivity declines during the IT rollout. RATING OUTLOOK The stable outlook reflects its view that improvement initiatives and Medicaid expansion will drive better margins and liquidity will remain modest but not decline. Moody's expects cashflow growth will support a small amount of new debt next year and leverage metrics will remain relatively stable. FACTORS THAT COULD LEAD TO AN UPGRADE - Significant and sustained improvement in operating margins - Growth in days cash on hand - Successful execution of or reduced risk related to IT strategies - Reduction in leverage FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to improve and sustain higher margins and cashflow - Meaningful increase in leverage - Decline in liquidity or absolute unrestricted investments - Dilutive acquisition or merger - Disruption from IT strategies results in weaker operating performance and higher than anticipated cash outflows LEGAL SECURITY The bonds are secured by a pledge of gross receipts of the obligated group (represents virtually all system revenue) as well as a mortgage lien on facilities. Legal provisions include additional indebtedness tests and rate covenant of 1.20 times, as well as a debt service reserve fund. PROFILE Northern Light Health is comprised of 9 hospitals located across Maine, including the flagship Eastern Maine Medical Center located in Bangor. The system employs over 750 physicians and has the largest geographic footprint in the state. NOVELIS INC: Moody's Affirms B1 CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service changed the rating outlooks for Novelis Inc. and Novelis Corporation to stable from negative. At the same time, Moody's affirmed Novelis' B1 Corporate Family Rating, the B1-PD probability of default rating as well as Novelis Corporation's B2 guaranteed senior unsecured notes. Novelis' speculative grade liquidity rating was also affirmed at SGL-2. "The change in outlook to stable acknowledges Novelis' improved debt protection metrics and moderation in its leverage position, which is seen as sustainable on good shipment levels and value added product mix" said Carol Cowan, Senior Vice President and lead analyst for Novelis. The improved operating and financial profile provides a better cushion for the proposed acquisition of Aleris International Inc. for $2.6 billion ($775 million equity component, balance assumption of debt). Pro forma for the twelve months ended March 31, 2019 for the combined Novelis and Aleris, leverage, as measured by the debt/EBITDA ratio (including Moody's standard adjustments) would be 4.5x as compared with Novelis' standalone of 3.8x, high but an acceptable level for Novelis' rating. Outlook Actions: Issuer: Novelis Corporation Outlook, Changed To Stable From Negative Issuer: Novelis Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: Novelis Corporation Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5) Issuer: Novelis Inc. Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B1 RATINGS RATIONALE Novelis' B1 CFR considers the company's large scale and significant market position, its shift to more value added business as it continues to expand its auto sheet finishing capacity and its global footprint in the aluminum rolled products markets, which includes a dominant position in the beverage and food can sheet markets. The company's performance for its fiscal year ended March 31, 2019 benefitted from higher shipment levels, particularly in the North America which rose approximately 5%, and stronger profit margins as the benefits of Novelis' focus on its product portfolio and the enhance earnings from its automotive segment contributed to good advances. Consequently, debt/EBITDA improved to 3.8x from 4.1x in 2018 and 5x in 2017. With lower capital expenditures in recent years following completion of the prior capital growth initiatives, free cash flow has been strong the last several years and contributed to a strong build up in Novelis' cash position. While metal margins and scrap spreads may not be as strong in 2020 as experienced in 2019, the company's broad footprint, customer base and value added products will still result in a strong performance. Additionally, while free cash flow will contract on the higher capital expenditures in 2020 (around $700 million) as the company invests in three major strategic projects to increase automotive finishing lines in the US, an automotive finishing expansion in China and a rolling, casting and recycling expansion in Brazil, positive free cash flow is anticipated. Rating constraints include the variability of Novelis' sales to end markets, the sensitivity of its earnings to volume levels given the level of fixed costs, and the relatively thinner margins associated with the can sheet business. Consequently, focus on the optimization of the product portfolio is an important area for the company. Novelis faces a number of ESG risks, typical for a producer of flat-rolled aluminum products with respect to air emissions, wastewater discharges, site remediation to name a few, and is subject to many environmental laws and regulations in the areas in which it operates. However, Novelis is also a large recycler of aluminum, which is less energy intensive in the rolling process than the production of primary aluminum and in 2019 approximately 61% of its raw material input was recycled aluminum. The stable outlook anticipates that Novelis will continue to benefit from the increasing percentage of value add product and stronger EBITDA and debt protection metrics. The outlook also incorporates expectations on the proposed acquisition of Aleris International Inc (CFR B3) and at the $2.6 billion purchase price anticipates that leverage would not exceed 5x, declining thereafter. The SGL-2 Speculative Grade Liquidity Rating reflects its expectations that Novelis will maintain good liquidity over the next four quarters. Novelis' liquidity position is supported by its $950 million cash position at March 31, 2019 and a $1 billion senior secured asset-based revolving credit facility (ABL) maturing in April 2024 (unrated) subject to certain springing requirements concerning timing of repayment of the term loan and other debt facilities. Commitments under the ABL will increase by $500 million upon the earlier of the closing of the Aleris acquisition and October 15, 2019. At any time availability under the ABL is less than the greater of (a) $90 million of (b) 10% of the lesser of the facility size or the borrowing base, the company will be required to maintain a minimum fixed charge coverage of at least 1.25x. Availability is viewed as remaining sufficient such that this will not be tested. The company also has a $1.5 billion unsecured short-term credit facility available to fund part of the Aleris acquisition with amounts borrowed maturing one year from the borrowing date. The company has a $1.8 billion secured term loan (unrated) maturing in June 2022. The facility was amended to provide for incremental term loans of up to $775 million, which would mature 5 years from the initial borrowing date. The B2 rating on Novelis Corporation's guaranteed senior unsecured notes reflects their effective subordination to the significant amount of secured debt under the term loan, the ABL and priority payables. The rating could be upgraded should the company demonstrate the ability to sustain EBIT/interest above 4x, debt/EBITDA below 4.25x and (operating cash flow less dividends)/debt of at least 20%. The rating could be downgraded should the company experience sustained volume and margin declines or should the improving trends in performance and debt protection metrics reverse. Quantitatively, ratings could be downgraded if leverage as measured by the debt/EBITDA ratio deteriorates and is expected to be sustained above 5x and EBIT/interest decreases and is expected to be sustained below 2x or free cash flow reverses to negative. A significant contraction in liquidity or availability under the ABL or further material dividend payments could also negatively affect the rating. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. The company operates through four regional segments, North America, Europe, Asia and South America. While Novelis sells into a number of end markets, the company currently ships a meaningful level to the can sheet market, although sales to the automotive market are increasing as a percentage of sales. Novelis generated approximately $12.3 billion in revenues for the twelve months ended March 31, 2019. Novelis is ultimately 100% owned by Hindalco Industries Limited (unrated) domiciled in India. ONE AVIATION: DIP Lender Buying All Assets for $17M Credit Bid -------------------------------------------------------------- ONE Aviation Corp. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize their bidding procedures in connection with the sale of substantially all assets to DIP Lender, Citiking International US, LLC, for (i) $17 million credit bid; (ii) a cash payment to the Sellers of $50,000; and (iii) Committee Settlement and Administrative Expense Claims funding, subject to overbid. Pre-petition, the Debtors engaged Duff & Phelps Securities, LLC as their investment banker on Dec. 27, 2017, to explore multiple restructuring alternatives, including the sale of all or specific portions of the Debtors' operations, a new debt infusion, and a comprehensive restructuring of the Debtors' balance sheets. After the Debtors launched the sale process, communications between Duff & Phelps and potential acquirers began immediately and increased during the following weeks. Ultimately, the Debtors sought to pursue a chapter 11 bankruptcy with a plan in place supported by the Debtors' prepetition first lien lender (and subsequently the DIP Lender). However, they continued to conduct a postpetition marketing process in conjunction with the plan process. Most importantly, Duff & Phelps continued to focus on identifying strategic and financial buyers and provided the Debtors and their boards of directors or managers, as applicable, with continuous updates. Unfortunately, no other offers came forward. During the course of the post-petition marketing process, discussions continued with the DIP Lender, who indicated a willingness to enter into the Stalking Horse Agreement and purchase the Debtors' assets when negotiations over their plan of reorganization stalled. After careful consideration, the Debtors, in their business judgment, decided the best course of action is to pursue an auction and sale process with the DIP Lender serving as the stalking horse purchaser. With the approval of the Debtors' boards, their advisors engaged with the DIP Lender to negotiate terms of an asset purchase agreement whereby the DIP Lender would be designated the stalking horse purchaser for the Debtors' assets, subject to higher or otherwise better offers to be determined through a continued postpetition marketing process. After arm's-length negotiations, the Debtors and the Stalking Horse Buyer have executed the Stalking Horse Agreement, which is subject to higher and better offers through an auction process and the Court's approval. The material terms and conditions of the Stalking Horse Agreement are: a. Sellers: Eclipse Aerospace, Inc., Brigadoon Aircraft Maintenance, LLC, and ONE Aviation Corp. b. Stalking Horse Buyer: Citiking International US, LLC c. Credit Bid/Consideration: The aggregate consideration for the sale and transfer of the Seller Assets is (i) a release and waiver of the Pre-Petition First Lien Obligations and the DIP Obligations in an aggregate amount equal to $17 million in the form of a credit bid of the DIP Obligations; (ii) a cash payment to the Sellers of $50,000, which will be deposited into a segregated Sellers' bank account; and (iii) including funding the Committee Settlement and Administrative Expense Claims. d. Good Faith Deposit: The Stalking Horse Agreement does not provide for a "good faith" or other deposit on the part of the Stalking Horse Buyer. e. Transfer of the Acquired Assets: The Stalking Horse Buyer agrees to purchase, acquire, and accept all of the Debtors' right, title, and interest in the Acquired Assets. In addition, the Stalking Horse Buyer will assume and pay, perform, and discharge the Assumed Liabilities. f. Bidding Procedures: The Stalking Horse Agreement contemplates the approval of bidding procedures to govern the auction process. g. Use of Proceeds: The Debtors propose that the Stalking Horse Buyer purchase the Seller Assets partly through a credit bid, cash proceeds from the Sale will be used to pay Administrative Expense Claims and the Committee Settlement. Pursuant to the Motion, the Debtors intend to transfer the Seller Assets to the Stalking Horse Buyer and wind down its operations. h. Sale Free and Clear of Unexpired Leases: The sale of the Seller Assets and the assignment of the Assigned Contracts will be free and clear of any and all Liens. i. Relief from Bankruptcy Rule 6004(h): The Sale Order will provide for a waiver of the 14-day stay thereof, arising under Bankruptcy Rules 6004(h) and 6006(d), including the parties' ability to close the Sale and assign the Assigned Contracts in connection therewith. The sale of the Seller Assets pursuant to the Stalking Horse Agreement remains subject to higher or otherwise better offers. To ensure that the highest or otherwise best offer is received for the Seller Assets, the Debtors established the proposed Bidding Procedures to govern the submission of competing bids at an Auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 5, 2019 at 4:00 p.m. (ET) b. Initial Bid: A cash amount equal to or in excess of $18.1 million, which amount is equal to the Purchase Price (including certain Assumed Liabilities) under the Stalking Horse Agreement plus $100,000 c. Deposit: 10% of the cash portion of the purchase price proposed in the Qualified APA d. Auction: The Auction will take place on Aug. 12, 2019 at (TBD) p.m. (ET) at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801, or such later date and time as selected by the Debtors (following consultation with the Consultation Parties). e. Bid Increments: TBD at the Auction f. Sale Hearing: Aug. 15, 2019 g. Auction Objection Deadline: Aug. 14, 2019 h. Any Qualified Bidder who has a valid, perfected, and undisputed lien on any Seller Assets of the Debtors' estates will have the right to credit bid all or a portion of the value of such Secured Creditor's claim. The Stalking Horse Buyer seeks to purchase the Seller Assets through a partial credit bid. The sale will be free and clear of any Liens. To facilitate and effect the sale of the Seller Assets, the Debtors ask authority to assume and assign certain of the Debtors executory contracts and unexpired leases, consistent with the procedures established in the Bidding Procedures Order and the Stalking Horse Agreement. No later than July 8, 2019, the Debtors will serve the Cure Notice on all non-Debtor counterparties to the Contracts and Leases and its attorney, if known. The Sale Objection Deadline is 4:00 p.m. (ET) on July 29, 2019. The Debtor ask the Court for entry of: (a) a Bidding Procedures Order”): (i) approving bidding procedures to govern the sale to the DIP Lender of the Seller Assets, which are all or substantially all of the assets of the Debtors as described in the Stalking Horse Agreement, dated as of June 17, 2019; (ii) authorizing the Debtors to schedule an auction to sell the Seller Assets; (iii) scheduling the hearing to approve a sale of the Seller Assets; (iv) approving the form and manner of notice of the proposed sale transactions, the Bidding Procedures, the Auction, and the Sale Hearing; (v) authorizing procedures governing the assumption and assignment of certain executory contracts and unexpired leases by the Stalking Horse Buyer or the Successful Bidder; and (vi) granting related relief; (b) an order to be filed with the Court in the Chapter 11 Cases and served on the entities receiving the Motion to consummate the sale contemplated by the Stalking Horse Agreement or as may be modified to consummate a transaction on account of a higher or otherwise better offer: (i) approving the Stalking Horse Agreement, or such other form of purchase agreement between the Debtors and the Successful Bidder; (ii) authorizing, at Closing, the sale of the Seller Assets and the assumption and assignment of the Assigned Contracts to the Stalking Horse Buyer or such other Successful Bidder at the Auction free and clear of Liens, other than, as applicable; and (iii) granting related relief. To implement the foregoing successfully, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/ONE_Aviation_561_Sales.pdf A hearing on the Motion is set for July 1, 2019 at 10:00 a.m. (ET). The objection deadline is June 24, 2019 at 4:00 p.m. (ET). About ONE Aviation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, ONE Aviation is on the forefront of private aviation technology. They provide maintenance and upgrade services for their existing fleet of aircraft through two Company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case. Nos. 18-12309 - 18-12320) on Oct. 9, 2018. In the petition signed by Alan Klapmeier, CEO, the Debtor estimated its assets at $10 million to $50 million and liabilities at $100 million to $500 million. Counsel for the Debtors: Robert S. Brady M. Blake Cleary Sean M. Beach Jaime Luton Chapman Jordan E. Sazant YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - and - Chris L. Dickerson Brendan M. Gage Nathan S. Gimpel PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 499-6000 Facsimile: (312) 499-6100 - and - Todd M. Schwartz PAUL HASTINGS LLP 1117 S. California Avenue Palo Alto, California 94304 Telephone: (650) 320-1800 Facsimile: (650) 320-1900 OUTLOOK THERAPEUTICS: Redeems $1.8 Million of Senior Secured Notes ------------------------------------------------------------------ Outlook Therapeutics, Inc. redeemed on June 28, 2019, approximately $1.8 million outstanding aggregate principal amount of senior secured notes issued pursuant to the certain Note and Warrant Purchase Agreement dated Dec. 22, 2017, as amended on April 13, 2017 and on Nov. 5, 2018, following which the Company entered into a Third Note Amendment with the holders of the remaining $6.7 million outstanding aggregate principal amount of Senior Notes. Under the Third Amendment, the maturity date of the Senior Notes was amended to Dec. 22, 2019, and the scheduled payments of principal and interest on or prior to each of June 30, 2019 ($3.0 million), July 31, 2019 ($1.0 million) and Aug. 31, 2019 ($1.0 million) were removed. The Company also agreed to increase the interest rate payable on those Senior Notes to 12.0% per annum from 5.0% per annum. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a clinical-stage biopharmaceutical company focused on developing its lead clinical program, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). ONS-5010 is currently in its first clinical trial, which is being conducted outside of the U.S. and is designed to serve as the first of two adequate and well controlled studies for wet AMD. Outlook Therapeutics reported a net loss attributable to common stockholders of $48.01 million for the year ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017. As of March 31, 2019, Outlook Therapeutics had $17.17 million in total assets, $40.21 million in total liabilities, $5.03 million in total convertible preferred stock, and a total stockholders' deficit of $28.08 million. KPMG LLP's report on the consolidated financial statements for the year ended Sept. 30, 2018, includes an explanatory paragraph stating that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $216.3 million, $13.5 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0 million of which is due on demand, and $3.6 million of which matures Dec. 22, 2018, that raise substantial doubt about its ability to continue as a going concern. PARKER DRILLING: Egan-Jones Withdraw D Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on July 9, 2019, withdrew its 'D' foreign currency and local currency senior unsecured ratings on debt issued by Parker Drilling Company. Parker Drilling Company was founded in 1934 and is headquartered in Houston, Texas. The Company provides contract drilling and drilling-related services, and rental tools and services to the energy industry. PARKLAND FUEL: DBRS Rates $500MM Unsecured Notes Due 2027 'BB' -------------------------------------------------------------- DBRS Limited assigned a rating of BB with a Stable trend to Parkland Fuel Corporation's (Parkland or the Company; rated BB with a Stable trend by DBRS) USD500 million 5.875% Senior Unsecured Notes (the Notes) due in 2027, which closed on July 10, 2019. The rating being assigned is based upon the rating on already-outstanding series of the above-mentioned debt instrument. The Notes are direct senior unsecured obligations of Parkland, rank pari passu with all of Parkland's existing and future senior unsecured indebtedness and are senior in right of payment to any future subordinated indebtedness. The Notes are also effectively subordinated to all secured indebtedness, which includes Parkland's credit facilities and other secured obligations. The net proceeds from the Notes will be used to repay the Company's USD250 million Term Loan Facility due in 2021 and to repay certain outstanding amounts borrowed under its existing revolving credit facilities. PAULETTE BARIBEAU: Lopez Buying Horseshoe Bay Property for $485K ---------------------------------------------------------------- Paulette J. Baribeau asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property with improvements located at 509 High Circle North, Unit D, Horseshoe Bay, Llano County, Texas, also known as Horseshow Bay LT 21056-D, to John Larry Lopez and/or assigns for f$485,324. The Debtor owns record title to the Property. The parties have executed their Residential Contract. After deducting the sum of $27,472, for repairs, the net amount to the Debtor will be $457,852. The Debtor and the Buyer's obligations to consummate the transactions contemplated in the Agreement will be Conditioned upon the Court's entry of the Approval Order. The sale will be made "as is, where is," with no representations or warranties of any kind, except as set forth in the Contract. The Buyer will receive a credit of $27,472 in repairs. These entities assert a lien on the Property: a. Chase Mortgage holds a lien on the Property to secure a debt in the approximate amount of $247,768. b. Hill Country Partners, L.P. asserts a judgment lien arising out a judgment in the 37th Judicial District Court of Bexar County in the amount of $1,269,000. An appeal of this Judgment is currently pending before the Fourth Court of Appeals. Hill Country has filed abstracts of judgment. c. Paul Vick, the state court attorney for the Debtor may have a lien on the Property. d. Current taxes to Llano County, Texas In accordance with the terms of the Contract, the Debtor proposes to sell the Property free and clear of all liens and encumbrances. There are no Realtor fees. The Debtor proposes that the first proceeds of sale be used to pay all normal and customary cost of closing including survey cost, title policy, ad valorem taxes; any HOA fees and the debt to Chase Bank. The balance of the proceeds will be placed in an interest bearing account in the Debtor's name but no monies may be disbursed without Court order. The Debtor obtained an adverse judgment against her in favor of Hill Country on March 2, 2019. She has appealed this judgment. All briefing has been completed and the parties are awaiting a decision from the Fourth Circuit. The Fourth Circuit declined to hear oral arguments. The Fourth Court issues its decisions/ruling every Wednesday and thus a decision could come at any time. The Debtor is hopeful the judgment will be reversed. In the interim, she asks to sell her non-exempt property so to (1) reduce her cost of paying the underlying mortgage and taxes; and (2) to create a fund of money to pay the Hill Country in the event the appeal is affirmed. The Debtor believes she is in the best position over (a) a chapter 7 trustee or (b) a sheriff sale by Hill Country that will garner the most money to pay her creditors. Finally, the Debtor asks the Court that the stay under Bankruptcy Rules 6oo4(g) and 6006(d) are waived and are not in effect. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Paulette_Baribeau_19_Sales.pdf Paulette J. Baribeau sought Chapter 11 protection in San Antonio, Texas (Bankr. W.D. Tex. Case No. 19-51357) on June 3, 2019. The Debtor tapped Dean William Greer, Esq., as counsel. PG&E CORPORATION: Kramer, Sheppard Represent PG&E Holdco Group -------------------------------------------------------------- Certain owners of claims against and interests in, PG&E Corporation and its affiliated debtors, including bank debt at PG&E Corporation, by and through its undersigned counsel, submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. In or around May 2, 2019, the PG&E Holdco Group engaged Kramer Levin Naftalis & Frankel LLP to represent it in connection with the Debtors' restructuring. The members of the PG&E Holdco Group hold, or are the investment advisors, sub-advisors or managers of funds or discretionary accounts that hold (with such investment advisors, sub-advisors and managers acting on behalf of such holders), as of July 17, 2019, approximately $154,571,784 in aggregate principal amount outstanding of the Holdco Revolving Credit Facility, issued pursuant to the Second Amended and Restated Credit Agreement, dated April 27, 2015, between PG&E Corporation and Bank of America, N.A., and approximately $189,798,364 in aggregate principal amount outstanding of the Holdco Term Loan, issued pursuant to the Term Loan Agreement, dated April 16, 2018, between PG&E Corporation and Mizuho Bank, Ltd. As of July 17, 2019, members of the PG&E Holdco Group and their disclosable economic interests are: (1) Azteca Partners LLC 51 JFK Parkway Short Hills NJ 07078 * Holdco Revolver and Term Loan Claims: $48,139,955.00 * PG&E Common Shares: 7,634,221 * Utility Preferred Shares: 168,321 * DIP Loan Obligations: $41,050,000.00 * Utility L/C Reimbursement: $8,200,000.00 * Utility Unsecured Funded Debt Claims: $303,556,896.00 (2) Palomino Master Ltd. 51 JFK Parkway Short Hills NJ 07078 * Holdco Revolver and Term Loan Claims: $69,140,423.00 * PG&E Common Shares: 10,965,779 * Utility Preferred Shares: 241,719 * DIP Loan Obligations: $58,950,000.00 * Utility L/C Reimbursement: $11,800,000.00 * Utility Unsecured Funded Debt Claims: $435,879,437.00 (3) GoldenTree Asset Management, LP 300 Park Avenue, 21st Floor New York, NY 10022 * Holdco Revolver and Term Loan Claims: $48,542,000.00 * Utility Unsecured Funded Debt Claims: $89,956,000.00 (4) HSBC Bank PLC 452 Fifth Avenue New York, NY 10018 * Holdco Revolver and Term Loan Claims: $18,361,668.96 * Utility Unsecured Funded Debt Claims: $88,457,642.00 (5) Marathon Asset Management 1 Bryant Park, #38 New York, NY 10036 * Holdco Revolver and Term Loan Claims: $80,986,101.00 * Utility Unsecured Funded Debt Claims: $84,858,953.00 * PG&E Common Shares: 200,000 (6) Silver Point Capital, L.P., on behalf of certain funds and accounts Two Greenwich Plaza Greenwich, CT 06830 * Holdco Revolver and Term Loan Claims: $79,200,000.00 * PG&E Common Shares: 14,524,000 * Subrogation Claims: $22,397,514.23 * Trade Vendor Claims: $8,626,980.26 * Utility Unsecured Funded Debt Claims: $296,730,666.51 Counsel for the PG&E Holdco Group can be reached at: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Ori Katz, Esq. Michael M. Lauter, Esq. Shadi Farzan, Esq. Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Telephone: (415) 434-9100 Facsimile: (415) 434-3947 E-mail: okatz@sheppardmullin.com mlauter@sheppardmullin.com sfarzan@sheppardmullin.com - and - KRAMER LEVIN NAFTALIS & FRANKEL LLP Amy Caton, Esq. Megan Wasson, Esq. 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (650) 715-8000 Email: acaton@kramerlevin.com mwasson@kramerlevin.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/PGE_Corporation__3045_Rule2019.pdf About PG&E Corp PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The creditors' committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PHOENIX REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Phoenix Realty, Inc. 245 Park Ave, 39th Fl New York, NY 10167 Business Description: Phoenix Realty, Inc. -- http://phoenixlands.com/-- is a land banking and real estate development company. For land banking, the Company acquires and aggregate tracks of raw undeveloped land, subdivide and improve on the land by constructing road access, installing water, sewage and utility lines and selling the lots to national home building companies. For real estate development, the Company acquires, develops, manages and operates any class of income producing commercial and residential real estate with a focus on retail strip shopping centers. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-23949 Judge: Hon. Stacey L. Meisel Debtor's Counsel: Franklin Ogele, Esq. FRANKLIN OGELE, ATTORNEY AT LAW One Gateway Ctr. 26th Floor Newark, NJ 07102 Tel: 973-277-4239 Email: fogele@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ray Watts, CEO/member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-23949.pdf PLAINVILLE LIVESTOCK: Trustee Taps Adams Brown as Accountant ------------------------------------------------------------ James Overcash, Chapter 11 trustee for Plainville Livestock Commission Inc. and Plainville Livestock LLC, received approval from the U.S. Bankruptcy Court for the District of Kansas to hire Adams Brown Beran & Ball, Chtd. as its accountant. The trustee tapped the firm to file income tax forms and provide other accounting services necessary to administer its bankruptcy estate. The firm's hourly rates are: Galen Pfeifer $355 Brooke Kuntz $135 Sandy Rome $110 Galen Pfeifer, a certified public accountant employed with Adams Brown, disclosed in court filings that he and his associates neither hold nor represent any interest adverse to the Debtor. Adams Brown can be reached through: Galen M. Pfeifer Adams Brown Beran & Ball, Chtd. 2006 Broadway Ave., Suite 2A P.O. Drawer J Great Bend, KS 67530-4043 Phone: (620)792-2428 Fax: (620)792-5559 Email: gpfeifer@abbb.com About Plainville Livestock Commission Plainville Livestock Commission, Inc., operates a livestock auction house in Kansas. It conducts a weekly cattle sale every Tuesday, selling all classes of cattle. Plainville Livestock Commission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March 1, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Robert E. Nugent. Hinkle Law Firm, LLC, is the Debtor's bankruptcy counsel. James A. Overcash, Esq., at Woods & Aitken LLP, was appointed as the Debtors' Chapter 11 trustee. The Chapter 11 trustee is represented by Hite, Fanning & Honeyman LLP and Woods & Aitken LLP. PLAINVILLE LIVESTOCK: Trustee Taps Woods & Aitken as Legal Counsel ------------------------------------------------------------------ James Overcash, the Chapter 11 trustee for Plainville Livestock Commission Inc. and Plainville Livestock LLC, received approval from the U.S. Bankruptcy Court for the District of Kansas to hire his own firm, Woods & Aitken LLP, as his legal counsel. The firm will provide these services in connection with the Debtors' Chapter 11 cases: (a) conduct factual investigation to determine the extent and nature of the assets, recoverable transfers, avoidance actions and claims; (b) prepare reports, pleadings and other legal documents; (c) represent the trustee in court and appeal proceedings; and (d) provide all other legal services which may be necessary in the Debtor's bankruptcy proceeding. The firm will be compensated for bankruptcy work at the rate of $285 per hour for Mr. Overcash; various amounts for other attorneys; and $140 per hour for paralegals. Mr. Overcash disclosed in court filings that he neither holds nor represents any interest adverse to the trustee. Mr. Overcash maintains an office at: James A. Overcash, Esq. Woods & Aitken LLP 8055 East Tufts Avenue, Suite 525 Denver, CO 80237 Phone: (303) 606-6719 Email: jovercash@woodsaitken.com About Plainville Livestock Commission Plainville Livestock Commission, Inc., operates a livestock auction house in Kansas. It conducts a weekly cattle sale every Tuesday, selling all classes of cattle. Plainville Livestock Commission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March 1, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Robert E. Nugent. Hinkle Law Firm, LLC, is the Debtor's bankruptcy counsel. James A. Overcash, Esq., at Woods & Aitken LLP, was appointed as the Debtors' Chapter 11 trustee. The Trustee is represented by Hite, Fanning & Honeyman LLP and Woods & Aitken LLP. PLZ AEROSCIENCE: S&P Affirms 'B' ICR on Refinancing Plan -------------------------------------------------------- S&P Global Ratings affirmed the 'B' issuer credit rating on PLZ Aeroscience Corp. and 'B' issue-level ratings on its existing senior secured debt. The recovery ratings remain '3'. Once fully repaid, S&P expects to withdraw the ratings on all existing debt. At the same time, S&P assigned its 'B' issue-level and '3' recovery ratings to the proposed senior secured credit facilities to be issued by Plaze Inc. The '3' recovery rating reflects S&P's expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The rating actions follow the announcement that the company will be refinancing its capital structure by issuing $719 million in new senior secured credit facilities. S&P expects the company to use the term loan proceeds primarily to pay down the existing term loan B due 2022. The rating agency believes this to be a leverage-neutral refinancing and thus have little impact on cash flows and credit measures. The stable rating outlook reflects S&P's expectation that PLZ Aeroscience Corp. will continue to maintain credit metrics appropriate for the current rating upon close of the proposed refinancing. S&P said, "We expect the company's revenues to be relatively flat in 2019 due to divestment from unprofitable business segments and loss of a key client but to modestly grow both EBITDA and margins from increased pricing and cost-reducing initiatives. We expect that PLZ will maintain adjusted pro forma debt to EBITDA in the 5x-6x range and funds from operations to debt in the 11%-12% range over the next 12 months. Additionally, we expect the company will generate positive free cash flow that will support its ability to maintain adequate liquidity." S&P said, "We could lower our ratings on PLZ within the next 12 months if the company's operating performance is well below our expectations, such that cash flow turns negative, which we believe would cause liquidity to be constrained. This could occur if environmental concerns shift consumer preferences away from aerosol, loss of key clients, or if greater-than-expected raw material costs lead to PLZ's EBITDA margins declining by 300 basis points over the next 12 months. In this downside scenario, we believe pro forma adjusted debt to EBITDA would exceed 6.5x on a sustained basis. We could also lower the rating if the company's liquidity sources to liquidity uses ratio fell below 1.2x, without prospects for improvement. Additionally, we would consider a negative rating action if the company undertook a large debt-funded acquisition or dividend recapitalization that stretched credit measures. "We could raise the rating in the next 12 months if PLZ is able to generate EBITDA margins stronger than we anticipate, likely driven by greater-than-expected volume increases in the distribution and retail segments or improved operating efficiencies. In such a scenario, we would expect pro forma weighted-average debt to EBITDA would improve to below 5x. To consider an upgrade, we would need to believe that financial policies would support maintaining these credit measures, after factoring in the company's growth initiatives. We could also raise the ratings if PLZ's equity sponsors infuse additional common equity into the business to finance acquisitions or reduce existing debt and the company's operating performance is in line with, or exceeds, our expectations." POET TECHNOLOGIES: Postpones Annual Meeting Date to Sept. 20 ------------------------------------------------------------ POET Technologies Inc. has changed the meeting date for its annual and special meeting of shareholders. A revised notice of the meeting date, now set for Sept. 20, 2019, has been provided to the relevant intermediaries by TSX Trust, the Company's transfer agent. The extension of the meeting date is intended to allow the Company and the buyer of POET's DenseLight subsidiary the time to secure all necessary internal approvals, except the required approval of POET's shareholders. The record date for the Meeting (the date on which those holding POET's common stock as of the close of business will be entitled to vote in person or by proxy at the Meeting) has also been changed to Aug. 9, 2019. The Meeting will be held at 10:00 a.m. Eastern Time at Vantage Venues 150 King Street West, 27th Floor, Toronto, Ontario, on Friday, Sept. 20, 2019. Representatives of the buyer of DenseLight intend to be present at the Meeting. Commenting on the revised schedule, Thomas Mika, POET's chief financial officer, stated: "We have made good progress on the drafting of a definitive share sale agreement and both parties have confirmed an expected closing date on or before October 31, 2019, a change from our previous indication of September 15. We have postponed the shareholder meeting in order to provide that all necessary approvals on the part of the Buyer will have been secured by mid to late August. This would allow us to include in the management information circular an agreement signed by both parties that is contingent solely on approval by POET's shareholders." At the Meeting, in addition to the election of directors and the ratification of the appointment of the Company's auditors, POET's shareholders are expected to be asked to approve a resolution related to the Company's proposed sale of its DenseLight subsidiary. A management information circular pertaining to the matters to be acted upon at the Meeting will be made available to shareholders of record as of the Record Date prior to the Meeting. The Meeting Date and location are subject to further postponement or change at the discretion of the Company. About POET Technologies Inc. POET Technologies -- http://www.poet-technologies.com/-- is a developer and manufacturer of optical light source products for the sensing and data communications markets. Integration of optics and electronics is fundamental to increasing functional scaling and lowering the cost of current photonic solutions. POET believes that its approach to hybrid integration of devices, utilizing a novel dielectric platform and proven advanced wafer-level packaging techniques, enables substantial improvements in device cost, efficiency and performance. Optical engines based on this integrated approach have applications ranging from data centers to consumer products. POET is headquartered in Toronto, with operations in Ottawa, Silicon Valley, the United Kingdom, and Singapore. POET reported a net loss of US$16.32 million for the year ended Dec. 31, 2018, following a net loss of US$12.79 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, POET had US$25.13 million in total assets, US$4.04 million in total liabilities, and US$21.09 million in total shareholders' equity. Marcum LLP, in New Haven, CT, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 29, 2019, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PORT CITY HOSPITALITY: Court Appoints 3 Committee Members --------------------------------------------------------- Judge Henry Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama ordered the appointment of these unsecured creditors to the official committee of unsecured creditors in the Chapter 11 case of Port City Hospitality Group LLC: (1) Gulf Coast Produce Attn: Beau Blalock 194 Bohn Street Biloxi, MS 39530 Tel: (228) 435-0005 Fax: (228) 435-9806 (2) Mobile County License Commission Attn: Alison Wadhwani, Attorney P.O. Drawer 161009 Mobile, AL 36616 Tel: (251) 547-1923 (3) Green Olive Media Attn: Jeffrey Moore 165 Ottley Drive, NE, Suite 205 Atlanta, GA 30324 Tel: (404) 815-9327 Fax: (404) 815-9328 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Port City Hospitality Group, LLC Port City Hospitality Group LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 19-12042) on June 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by J. Willis Garrett, III, a partner at Galloway Wettermark & Rutens, LLP. QUENTIN HIGHTOWER: Taps Troy Wilson as Bankruptcy Attorney ---------------------------------------------------------- Quentin Hightower Electric, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Troy Wilson, Esq., as its bankruptcy attorney. Mr. Wilson will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and the preparation of a bankruptcy plan. The Debtor will pay the attorney an hourly fee of $425. Paralegal services will be billed at $100 per hour. Mr. Wilson neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. Mr. Wilson can be reached through: Troy J. Wilson, Esq. 12603 Southwest Freeway, Suite 626 Stafford, TX 77477 Phone: (713) 234-7625 Fax: (281) 605-1321 Email: tjwlaw777@yahoo.com About Quentin Hightower Electric Quentin Hightower Electric, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-32320) on April 26, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge David R. Jones. Troy J. Wilson, Esq., is the Debtor's legal counsel. RELGOLD LLP: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Relgold LLP 1166 First Avenue New York, NY 10065 Business Description: Relgold LLP classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-12318 Debtor's Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: 914-401-9500 E-mail: dkirby@kacllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leonard Goldberg, managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-12318.pdf List of Debtor's Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. New York City Dept. of Tax $218,717 and Finance 345 Adams Street, 3rd Flr Attn: Legal Affairs Brooklyn, NY 11201 2. Capital Contributions $179,500 1425 York Avenue, Apt. 10 New York, NY 10021 3. Calry Gas Heat $2,167 571 Timson Place Bronx, NY, 10455 4. Metro Pest Control $383 70-09 73rd Place Glendale, NY 11385 5. Con Edison Company of New York $150 4 Irving Place Attn: Bankruptcy Dept. New York, NY 6. Norma Cortex-Marcelino $0 359 East 68th Street, Atp. 6B New York, NY 10021 7. Rogerio Cerantes Figueroa $0 359 East 68th Street, Apt. 6B New York, NY 10021 SECOND LINE VINYL: U.S. Trustee Forms 5-Member Committee -------------------------------------------------------- The U.S. Trustee for Region 17 on July 17 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Second Line Vinyl, Inc. The committee members are: (1) Ken Adler 850 Trestle Glen Road Oakland, CA 94610 (2) Mary-Jo P. Knight 2115 Central Ave. #1 Alameda, CA 94501 (3) James Alan Maxwell 4090 Woodhaven Lane Oakley, CA 94561 Represented by: David E. Bartlett, Esq. 455 Golden Eagle Dr. Broomfield, CA 80020 Email: dave@debartlett.com (4) IRA FSBO Laura J. Nesbitt 11703 S. Juniper Road Pine, CO 80470 (5) Nicholas S. Winkworth 128 Elliott Drive Menlo Park, CA 94025 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Second Line Vinyl Inc. Second Line Vinyl, Inc. -- https://www.secondlinevinyl.com/ -- owns a vinyl record pressing plant in Oakland, Calif. It offers a spectrum of vinyl and packaging options. Second Line Vinyl sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 19-41310) on June 5, 2019. The Debtor disclosed $583,345 in assets and $1,508,890 in liabilities as of May 23, 2019. The case has been assigned to Judge William J. Lafferty. Matthew Jon Olson, Esq., at MacDonald Fernandez LLP, is the Debtor's bankruptcy counsel. SELFRIDGE PARTNERS: Taps Nelson Comis as New Legal Counsel ---------------------------------------------------------- Selfridge Partners, LLC, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Nelson Comis Kettle & Kinney LLP as its new legal counsel. The firm will represent the Debtor in connection with its Chapter 11 case. The Debtor had previously employed Simon Resnik Hayes LLC as its bankruptcy counsel. Nelson Comis received $20,000 postpetition from the Debtor's managing member, Candace Pendleton. William Winfield, Esq., a partner at Nelson Comis, disclosed in court filings that his firm does not hold any interest adverse to the Debtor's bankruptcy estate. Nelson Comis can be reached through: William E. Winfield, Esq. Nelson Comis Kettle & Kinney LLP 300 E. Esplanade Drive, Suite 1170 Oxnard, CA 93036-0238 Office: 805.604.4100 Direct Line: 805.604.4106 Fax: 805.604.4150 Email: wwinfield@calattys.com About Selfridge Partners Selfridge owns in fee simple interest a rental property (a single family dwelling at 28901 Selfridge Drive, Malibu, CA 90265) valued at $2.50 million. Selfridge filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11618) on Sept. 7, 2017. In the petition signed by Candace C. Pendleton, its managing member, the Debtor disclosed $2.50 million in assets and $4.90 million in liabilities. Judge Peter Carroll oversees the case. Nelson Comis Kettle & Kinney LLP is currently serving as the Debtor's counsel. Simon Resnik Hayes LLC had previously represented the Debtor as bankruptcy counsel. SEVEN GENERATIONS: Moody's Alters Outlook on Ba2 CFR to Stable -------------------------------------------------------------- Moody's Investors Service changed the outlook on Seven Generations Energy Ltd.'s ratings to stable from positive. Moody's also affirmed 7G's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 senior unsecured notes rating. The Speculative Grade Liquidity Rating was affirmed at SGL-2. "The change of outlook to stable for Seven Generations Energy Ltd. reflects the slowdown in growth, as the company defined its core Nest 2 acreage," said Paresh Chari, VP-Senior Analyst. "This resulted in a lower rate of growth in proved developed reserves, that will keep reserve life short, and high finding and development cost that will reduce its leveraged full-cycle ratio." Affirmations: Issuer: Seven Generations Energy Ltd. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) Outlook Actions: Issuer: Seven Generations Energy Ltd. Outlook, Changed To Stable From Positive RATINGS RATIONALE 7G's Ba2 CFR is supported by: (1) robust leverage with retained cash flow to debt expected at 75% in 2020; (2) diversity of products with about 38% condensate leading to improved realized commodity prices; (3) access to lucrative US markets and reduced exposure to lower-priced Alberta natural gas market; (4) a sizeable reserves base (746 million boe net proved); and (5) its solid cash margins, driven by high condensate-rich natural gas wells. 7G's credit profile is constrained by: (1) a short proved developed reserve life, compared to its peers (about 3 years); (2) high level of concentration in a single field and a single formation (Montney); (3) high corporate production decline rates (between 40% to 45%) that require a high capex spend to maintain production; (4) significant capex that is required to develop its large proved undeveloped reserve base to increase production and boost proved developed reserves; and (5) updated type curve assumptions that resulted in lower natural gas volumes and higher condensate leading to proved reserve declines in 2018. 7G has good liquidity. At March 31, 2019, the company had minimal cash and full availability under its C$1.4 billion revolving credit facility due 2023. Moody's expect about C$200 million of positive free cash flow from Q2 2019 to Q2 2020. The company will be well in compliance with its two financial covenants through this period. 7G benefits from an extended maturity profile with its US$875 million of senior notes maturing in 2023 and the remaining US$700 million maturing in 2025. Alternate liquidity is somewhat limited, given that substantially all of the company's assets are pledged to the secured revolver. 7G's senior unsecured notes are rated Ba3, one notch below the Ba2 CFR because of the existence of the prior ranking C$1.4 billion secured revolver. The stable outlook reflects Moody's view that 7G's credit metrics will remain strong and production will grow modestly. The ratings could be upgraded if production is sustained above 175,000 boe/d while maintaining retained cash flow to debt above 40% and one-year LFCR above 1.5x, and increasing the proved developed reserve life to around 5 years. The ratings could be downgraded if retained cash flow to debt is below 25% or if production and proved developed reserves decline. 7G is a Calgary, Alberta-based exploration and production (E&P) company that produces about 180,000 boe/d (net of royalties) in the Kakwa area in northwestern Alberta and is focused on the Montney formation. SINCLAIR TELEVISION: Moody's Affirms Ba3 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded the ratings on Sinclair Television Group, Inc's senior secured facilities to Ba2 from Ba1. Concurrently, Moody's affirmed the company's Ba3 corporate family rating (CFR), Ba3-PD probability of default rating (PDR), B1 rating on its senior unsecured debt, and the SGL-2 speculative grade liquidity rating. The outlook is stable. The downgrade of the senior secured instruments follows the company's announcement that it would seek to raise $600 million of additional senior secured debt under its term loan B to refinance its 2021 $600 million senior notes. Affirmations: Issuer: Sinclair Television Group, Inc Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Downgrades: Issuer: Sinclair Television Group, Inc Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD2) from Ba1 (LGD2) Outlook Actions: Issuer: Sinclair Television Group, Inc Outlook, Remains Stable RATINGS RATIONALE The downgrade of the senior secured instruments reflects the increase in the quantum of senior secured debt and the reduction in senior unsecured debt ranking behind it. After the transaction, Sinclair will have around $2,625 million of senior secured debt ranking ahead of $1,800 million of senior unsecured notes. The increase in the size of the secured credit facility has no impact on leverage and will bring some interest expense reduction while extending the company's maturity profile. The Ba3 CFR reflects Moody's expectations that, with the added $700 million of debt to be raised at STGI, pro-forma 2019 leverage (Moody's-adjusted and on a two-year EBITDA average basis) is expected to be around 5.1x which is still within Moody's previously stated leverage guidance of 4.25x to 5.5x for the current rating level. The rating also reflects the separation between STGI and Diamond Sports Group, LLC with no cross default or guarantee from one group to the other. The rating continues to reflect the company's strong position within the US broadcasting industry which continues to grow at a healthy mid-single digit rate supported by retransmission fee increases more than offsetting softness in national TV advertising demand. Sinclair is also well positioned to benefit from political TV advertising spend which is expected to reach record levels in the run-up to the 2020 US presidential election. Sinclair's liquidity profile is good. Despite funding $700 million of the acquisition via its own cash balance, the company will retain around $100 million of cash on hand post-transaction and a fully undrawn and recently upsized $650 million revolving credit facility (RCF) which will have a springing first lien leverage covenant, tested from 35% utilization and above, and set at 4.5x. Moody's expects Sinclair to generate around $300 million of free cash flow in 2019 and around $820 million in 2020 (boosted by the presidential election). Sinclair's Ba3-PD PDR is in line with its CFR and reflects an assumption of a 50% mean family recovery rate at default, as is customary for debt capital structures with a mix of secured and unsecured instruments. The Ba2 rating on the company's senior secured facilities, one notch above the CFR reflects their priority ranking in the debt-claim waterfall relative to the unsecured notes. The B1 rating on the company's senior unsecured notes, one notch below the CFR, reflects their second ranking priority and the large amount of senior debt ranking ahead of them. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that Sinclair will continue to operate within a leverage range commensurate with its Ba3 rating and that the company will continue to have good liquidity. WHAT COULD CHANGE THE RATING UP/DOWN Ratings could be upgraded if leverage (Moody's adjusted and on a two-year average) were sustained comfortably below 4.25x and free cash flow to debt (Moody's adjusted) were to be maintained above 10%. A positive rating action would also be contingent on maintaining good liquidity. Ratings could be downgraded if leverage (Moody's adjusted and on a two-year average) were to exceed 5.5x, or free cash flow-to-debt (Moody's adjusted) were to fall below 5%. Deterioration in the company's liquidity could also put pressure on the ratings. The principal methodology used in these ratings was Media Industry published in June 2017. Sinclair Broadcast Group, Inc, headquartered in Hunt Valley, MD and founded in 1986, is a leading U.S. television broadcaster. As of 31 December 2018, the company owns and operates 191 television stations across 89 markets, broadcasting more than 600 channels across the U.S. The station group reaches approximately 25% of the US population (taking into account the UHF discount). The affiliate mix is diversified across primary and digital sub-channels including ABC, CBS, NBC, and Fox. The company also owns a local cable news network in Washington D.C., four radio stations and the Tennis Channel. Members of the Smith family exercise control over most corporate matters with four of the nine board seats and approximately 77% of voting rights (through the dual class share structure). Consolidated net revenue for the 12 months ended 31 March 2019 was approximately $3.1 billion. SOCOCO INC: Seeks to Hire Levene Neale as Legal Counsel ------------------------------------------------------- Sococo, Inc., and VisibleGains, Inc., seek approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as their legal counsel. The firm will provide services in connection with the Debtors' Chapter 11 cases, which include legal advice regarding the requirements of the Bankruptcy Code; examinations of witnesses and claimants; assistance with respect to the sale of their assets; and the preparation and implementation of a reorganization plan. The hourly rates for the firm's attorneys range from $450 to $625. Paraprofessionals charge $250 per hour. Ron Bender, Esq., managing partner at Levene, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Levene can be reached through: Ron Bender, Esq. Krikor J. Meshefejian, Esq. Lindsey L. Smith, Esq. Levene, Neale, Bender, Yoo & Brill L.L.P. 10250 Constellation Blvd, Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: rb@lnbyb.com E-mail: kjm@lnbrb.com E-mail: lls@lnbyb.com About Sococo Inc. and VisibleGains Inc. Based in Boston, Sococo, Inc., and VisibleGains, Inc. -- https://www.sococo.com/ -- an online virtual office software solution provider filed voluntary petitions (Bankr. C.D. Cal. Cases No. 19-12512 and 19-12515) on June 28, 2019. The cases are assigned to Hon. Theodor Albert. At the time of filing, the Debtors estimated assets and liabilities of $1 million to $10 million. The Debtors' counsel are Ron Bender, Esq., Krikor J. Meshefejian, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles. SOTERA HEALTH: S&P Assigns 'B' Rating to New $320MM Term Loan B --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating on Sotera Health Holdings LLC's proposed $320 million first-lien term loan B and $320 million debt-funded dividend. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The 'B' issue-level rating and '3' recovery rating on the existing first-lien term loan remain unchanged. S&P said, "Our 'CCC+' issue-level rating and '6' recovery rating on Sotera's outstanding senior unsecured debt and paid-in-kind (PIK) toggle notes also remain unchanged. The '6' recovery rating continues to indicate our expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default. "Our issuer credit rating on Sotera Health reflects the company's leading global position in the critical and government-mandated contract sterilization services business (primarily for medical devices), its long-term contracts and low customer churn, its diverse customer base, the significant regulatory barriers to entry in its industry, and its very strong profitability and free cash flow generation. The rating also reflects the company's relatively high capital intensity and the environmental risks arising from its processes and materials. Our rating on Sotera is constrained by the company's financial-sponsor ownership and high debt leverage. We expect its adjusted leverage to remain above 7x." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Sotera Health's capital structure comprises of an undrawn $173 million revolver, $1.35 billion outstanding on the first-lien term loan, the proposed $320 million first-lien incremental term loan, $450 million of senior unsecured notes, and $425 million of PIK toggle notes. -- S&P has valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA. -- S&P estimates that for the company to default its EBITDA would need to decline significantly to about $186 million. -- S&P's recovery analysis assumes that in a hypothetical bankruptcy scenario Sotera Health would reorganize given its strategically located facilities and the steady demand for its services. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at default: $186 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $973 million -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to first-lien creditors: $973 million -- Secured first-lien debt: $1.803 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) -- Senior unsecured debt and pari passu: $1.295 billion -- Recovery expectations: 0%-10% (rounded estimate: 0%) -- Subordinated debt: $672 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List Sotera Health Holdings LLC Issuer Credit Rating B/Stable/-- New Rating Sotera Health Holdings LLC Senior Secured US$320 mil term B bank loan due 05/15/2022 B Recovery Rating 3(50%) To From Ratings Affirmed; Recovery Expectations Revised Sotera Health Holdings LLC Senior Secured B B Recovery Rating 3(50%) 3(55%) SRAM HOLDINGS: Moody's Rates $150MM Term Loan 'B1', Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to a $150 million incremental delayed draw term loan being issued by SRAM, LLC, a direct operating subsidiary of SRAM Holdings, LLC. The outlook is stable. Proceeds from the proposed offering will be used to fund a special distribution to shareholders. "The transaction will increase debt to EBITDA by one turn to 4.1 times from 3.1 times," said Kevin Cassidy, a Senior Credit Officer at Moody's Investors Service. Moody's expects debt to EBITDA to fall below 4 times by the end of 2019 from a combination of debt repayment with internally generated cash and modest EBITDA growth. In addition, Moody's has corrected its database to reflect that all ratings initially assigned to SRAM Corporation on August 22, 2008, including the Corporate Family Rating, Probability of Default Rating and Bank Credit Facilities ratings, as well as the Outlook, are now displayed under SRAM, LLC. Rating assigned: SRAM, LLC $150 million senior secured first lien delayed draw term loan at B1 (LGD3) RATINGS RATIONALE SRAM's B1 Corporate Family Rating reflects its narrow product focus in bicycle component parts, and susceptibility to discretionary consumer spending. Pro forma debt/EBITDA is moderately high at around 4.1 times. SRAM's credit metrics need to be stronger than similarly-rated consumer durables companies because of its product concentration, exposure to cyclical variations in earnings and cash flows, and history of aggressive financial policies. The CFR benefits from SRAM's good geographic diversification with about half of its revenue generated in Europe and the other half in the US. SRAM's CFR also benefits from its: 1) good market position within the bicycle component industry; 2) solid product portfolio within the niche premium bicycle component segment; and 3) strong brand recognition among bike enthusiasts and dealers. The stable outlook reflects Moody's expectation that SRAM will remain narrowly concentrated in the bicycle component industry and remain exposed to cyclical variations in sales and earnings. In its outlook, Moody's also assumes that demand for the company's products will remain stable. Ratings could be downgraded if earnings, cash flow, or liquidity weaken. The rating could also be lowered if the company adopts a more aggressive financial policy with respect to debt-financed acquisitions or dividends. Specifically, ratings could be downgraded if debt to EBITDA is sustained above 5.0 times. An upgrade would require a significant improvement in size and product diversification. Debt to EBITDA would also need to be sustained below 4.0 times before Moody's would consider an upgrade. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Headquartered in Chicago, Illinois, SRAM is a global manufacturer and designer of premium bicycle components. The company is privately owned and generates approximately $725 million in revenues. SUMMIT TERMINAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Summit Terminal, LLC 245 Park Ave., 39th Fl. New York, NY 10167 Business Description: Summit Terminal LLC is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-23948 Judge: Hon. Stacey L. Meisel Debtor's Counsel: Franklin Ogele, Esq. FRANK OGELE, ATTORNEY AT LAW One Gateway Ctr. 26th Floor Newark, NJ 07102 Email: fogele@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ray Watts, CEO/member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-23948.pdf TINTRI INC: Committee Seeks to Hire Omni as Administrative Agent ---------------------------------------------------------------- The official committee of unsecured creditors of Tintri, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as administrative agent. The firm will provide bankruptcy administrative services, which include the tabulation of votes in connection with any Chapter 11 plan filed by the committee, and managing the distributions to creditors under the plan. Omni will bill at its standard hourly rates. No retainer was paid to the firm. Omni neither holds nor represents any interest materially adverse to the Debtor's bankruptcy estate, according to court filings. Omni can be reached through: Paul Deutch, Esq. Omni Management Group, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: paul@omnimgt.com Email: nycontact@omnimgt.com About Tintri Inc. Tintri, Inc. -- http://www.tintri.com/-- is an enterprise cloud storage company founded in 2008 with the initial objective to solve the mismatch caused by using old, conventional physical storage systems with applications in virtual machine environments. The company provides large organizations and cloud service providers with an enterprise cloud platform that offers public cloud capabilities inside their own data centers and that can also connect to public cloud services. Tintri is headquartered at 303 Ravendale Drive, Mountain View, California 94043. The company has additional locations in McLean, Virginia; Chicago, Illinois, London, England; Munich, Germany; Singapore; and Tokyo, Japan. Tintri Inc. filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 18-11625) on July 10, 2018. Kieran Harty, co-founder and chief technology officer, filed the petition. As of January 2018, the Debtor reported total assets of $76.25 million and total debt of $168 million. The Hon. Kevin J. Carey oversees the case. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Wilson Sonsini Goodrich & Rosati as special corporate Counsel; Houlihan Lokey as financial advisor; and Kurtzman Carson Consultants Inc. as claims and noticing agent. The Office of the U.S. Trustee formed an official committee of unsecured creditors on July 20, 2018. The Committee tapped Womble Bond Dickinson (US) LLP as its legal counsel. TRI-CORE PARTNERS: Has Authorization to Use Cash Collateral ----------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has entered a second interim order authorizing Tri-Core Partners USA LLC's use of cash collateral in the regular course of its business pursuant to the budgets. The Debtor's authorization to use cash collateral is limited to a variance not to exceed 10% of any particular line item expense on the budgets. Quick Bridge Funding claims to have a security interest in the Debtor's future receivables pursuant to that certain Business Loan Agreement. Quick Bridge is granted a replacement lien, to the same extent as any pre-petition lien, on and in all property set forth in Quick Bridge's security agreement and related lien document of Quick Bridge on the specific Collateral listed in the security document, including proceeds derived from the creditor’s Collateral generated post-petition by the Debtor, on a final basis through and including the final hearing in this matter, without any waiver by the Debtor as to the extent, validity or priority of said liens. A final hearing is scheduled to take place on Aug. 27, 2019 at 1:30 p.m. during which the Court will consider Debtor's use of cash collateral. A copy of the Second Cash Collateral Order is available for free at http://bankrupt.com/misc/flsb19-16931-40.pdf About Tri-Core Partners USA Tri-Core Partners USA LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16931) on May 24, 2019. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of the same range. The petition was signed by the Debtor's manager, Darrian Kelly. The case is assigned to Judge Mindy A. Mora. Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case. URS HOLDCO: S&P Affirms 'B' Term Loan Rating on $92MM Add-On ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issue-level rating on Michigan-based URS Holdco Inc.'s first-lien term loan due 2024 following the company's announcement of a $92 million add-on, which will increase the total principal outstanding on the facility to $385 million. URS Holdco Inc. and its subsidiary United Road Services Inc. are the borrowers on the term loan. S&P said, "Our '3' recovery rating on the term loan remains unchanged, indicating our expectation that lenders would receive meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. The company expects proceeds will be used to acquire an asset-light commercial vehicle logistics provider that serves remarketing and original equipment manufacturer (OEM) customers. "While we expect a modest increase in debt leverage as a result of the acquisition, we expect leverage to remain appropriate for the rating. The stable outlook reflects our belief that the company's revenue and earnings will increase in 2019 compared to last year, as a result of the company's pending acquisition. We also expect a debt-to-EBITDA ratio of around 5x and a funds from operations (FFO)-to-debt ratio in the 10%-12% area over the next 12 months. "With the acquisition, URS will enter the commercial vehicle hauling end market, in addition to its existing light vehicle hauling business. We continue to view the scope of the company's services as narrow and expect the acquisition to provide modest diversification benefits. On a pro forma basis, URS will still derive 68% of revenue from new vehicles, which we view as more volatile than the remarketing segment." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has completed its recovery analysis on URS' first-lien term loan and its '3' recovery rating remains unchanged (rounded estimate: 65%). -- S&P's simulated default scenario assumes a payment default occurring in 2022 due to a sustained economic downturn that reduces customer demand for automobiles and Class 8 trucks, increases pricing pressure, and leads to the loss of some of its customers. This would cause the company's margins to deteriorate and reduce its ability to generate free cash flow. -- S&P believes it is more likely that URS would be reorganized (or sold as a going concern) in the event of a default and expect that its creditors would realize greater recoveries through a reorganization of the business rather than a liquidation. -- S&P has valued the company on a going-concern basis using a 5x multiple of its projected emergence EBITDA, which is in line with the multiples it uses for trucking peers. -- S&P assumes usage of 60% for the asset-based revolver at default. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $58 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $277 million -- Priority claims: $37 million -- Value available to first-lien debt claims: $240 million -- First-lien debt claims: $366 million --Recovery expectations: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List URS Holdco, Inc. Issuer Credit Rating B/Stable/-- Ratings Affirmed URS Holdco, Inc. United Road Services Inc. Senior Secured B Recovery Rating 3(65%) VIVALDI MUSIC: Case Summary & 9 Unsecured Creditors --------------------------------------------------- Debtor: Vivaldi Music Academy, LLC 3914 Gramercy St., Suite B Houston, TX 77025 Business Description: Vivaldi Music Academy offers private music lessons in piano, violin, guitar, cello, voice and more. It also offers group lessons in guitar and voice, jazz ensemble, classical ensemble, rock band, and early childhood music development classes. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-33978 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Susan Tran, Esq. CORRAL TRAN SINGH LLP 1010 Lamar, Suite 1160 Houston, TX 77002 Tel: 832-975-7300 Fax: 832-975-7301 E-mail: susan.tran@ctsattorneys.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Zeljko Pavlovic, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-33978.pdf VMW INVESTMENTS: Has Interim Nod to Use Lakeland Cash Collateral ---------------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas inked his approval to an Agreed Interim Order authorizing VMW Investments LLC and VMW Bedford LLC to use the cash collateral of Lakeland. The Debtors are permitted to make disbursements, including (i) any favorable variance, (ii) an unfavorable variance of not more than 20% with respect to any disbursement line item or the aggregate cash receipts, and (iii) an unfavorable variance of not more than 10% with respect to combined aggregate disbursements, without the prior written consent of Lakeland. Lakeland has agreed to permit the Debtors to use cash collateral, in accordance with the terms of the Agreed Interim Order. During the interim period, Lakeland will receive payment in the amount of $17,900 as adequate protection for the use of cash collateral. The final hearing to consider Debtors' use of cash collateral is scheduled to take place on July 25, 2019, at 1:30 p.m. A copy of the Agreed Interim Order is available for free at http://bankrupt.com/misc/txnb19-42644-17.pdf VMW Investments, LLC and VMW Bedford, LLC are primarily engaged in renting and leasing real estate properties. VMW affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 19-42644 and 19-42646) on June 30, 2019. At the time of filing, both debtors estimated assets and liabilities of less than $10 million. The petitions were signed by Michael E. Waters, manager. The Hon. Mark X. Mullin is the case judge. The Debtors are represented by Bonds Ellis Eppich Schafer Jones LLP. W3 TOPCO: S&P Affirms 'B-' Issuer Credit Rating; Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based industrial safety, maintenance, and equipment services company W3 Topco LLC (Total Safety), which is planning to issue $405 million in new debt to finance various recent and future tuck-in acquisitions and refinance its existing debt. The outlook is stable. At the same time, S&P assigned its 'B-' issue–level rating and '3' recovery rating to the proposed $330 million first-lien term loan and $75 million delayed draw term loan (undrawn at close). S&P said, "The affirmation reflects our expectation that Total Safety's leverage will remain above 5x over our forecast period. We expect pro forma leverage to decline to the low 5x area from the mid-5x area over the next 12 to 18 months, where it is expected to remain. Contingent on the successful integration of recent acquisitions and execution of planned synergies, we expect earnings and cash flow generation to expand meaningfully in 2020, supported by low-single-digit organic revenue growth within the downstream end-market, which now contributes nearly 80% of total sales. As such, we expect credit metrics to tolerate the impact from the higher debt burden in the company's newly proposed capital structure, which will result in a temporary spike in actual debt leverage to above 8x at year-end 2019 before the realization of pro forma earnings from recent acquisitions. While we acknowledge the reduced exposure to cash flow and profitability volatility following the company's restructuring, we look to evidence that Total Safety can sustainably meet our adjusted EBITDA margin targets while mitigating any execution risk associated with its growing operating scale. "The stable outlook reflects our expectation that steady revenue growth and margin expansion, supported in part by the successful integration of a number of recent debt-funded acquisitions, should allow for an improvement in leverage towards the 5x area and free operating cash flow (FOCF) to debt in the low-single-digit percent area by mid-2020. "We could consider an upgrade if EBITDA margins expanded beyond our expectations such that S&P adjusted debt leverage improves below 5x on a sustained basis and improvements in capital spending or working capital dynamics resulted in a stronger cash flow position with adjusted FOCF to debt above 5%. "We could lower our ratings if earnings declined, perhaps from refining and oil and gas market challenges or difficulty integrating recent acquisitions, such that sustained negative cash flow generation led to dependence on revolver borrowings to fund operations. In addition, we would consider lowering our ratings if our perception of the company's liquidity position deteriorated meaningfully." WEATHERFORD INT'L: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Weatherford International PLC and its affiliates. The committee members are: (1) Deutsche Bank Trust Company Americas as Indenture Trustee Attn: Rodney Gaughan 60 Wall Street, 24th Floor New York, NY 10005 Tel: 201-593-4016 Email: rodney.gaughan@db.com Counsel: Moses & Singer LLP Alan E. Gamza, Esq. Kent C. Kolbig, Esq. 405 Lexington Avenue, 12th Floor New York, NY 10174 Tel: 212-554-7800 Fax: 212-554-7700 Email: agamza@mosessinger.com kkolbig@mosessinger.com (2) Japan Trustee Services Bank, Ltd. Re: Fidelity Strategic Income Fund (Mother) By Fidelity Management & Research Company as Sub-Advisor Attn: Nate Van Duzer, Managing Director FMRCo 200 Seaport Blvd. V13H Boston, MA 02210 Tel. 617-392-8129 Fax 617-392-1605 Email: nate.vanduzer@fmr.com Counsel: Akin Gump Strauss Hauer & Feld LLP Michael S. Stamer, Esq. One Bryant Park New York, NY 10036-6745 Tel: 212-872-1025 Email: mstamer@akingump.com (3) Rapid Completions LLC Attn: Eric Lucas 120 Newport Center Drive Newport Beach, CA 92660 Tel: 949-480-8363 Fax: 949-480-8301 Email: elucas@acaciares.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. WEATHERLY OIL: Adds State Environment Claims of TRC in Latest Plan ------------------------------------------------------------------ Weatherly Oil & Gas, LLC, filed a disclosure statement with respect to its second amended plan of liquidation. The second amended plan adds the state environment claims of the Railroad Commission of Texas in Class 5B. On the applicable Distribution Date, unless otherwise agreed by a Holder and the Debtor (prior to the Effective Date) or the Liquidation Trustee (on or after the Effective Date), each Holder of an Allowed State Environmental Claim will receive, such State Environmental Claim, $1.4 million, the second $100,000.00 of the proceeds of the Company Claims Account, and thereafter its share of 40% of the proceeds of the Company Claims Account pursuant to the terms of the Liquidation Trust Agreement. That 40% will be divided equally between the RRC and the DNR (20% for each State). The plan also provides that the rights of the Creditors' Committee are reserved with regards to all potential Estate Causes of Action against WEC, OpCo, and Mr. Perry Reed. The Plan will transfer all potential Estate Causes of Action against WEC, OpCo, and Mr. Perry Reed to the Liquidating Trust. If the proposed WET Settlement is not approved, Causes of Action against WET, WEC, Vortus Investments, L.P., VIFW GP, L.P., Mr. Brian Crumley, and Mr. Jeffrey Miller will likewise be preserved and transferred to the Liquidating Trust as Company Claims. If the WET Settlement is not approved, the Liquidating Trust will not receive the $100,000 from WET and will instead only retain Causes of Action against those parties. Plan confirmation is not contingent upon approval of the WETSettlement. The Liquidating Trustee will determine whether or not to prosecute the Company Claims. A redlined copy of the Disclosure Statement is available at https://tinyurl.com/y2g6ykpj from Pacermonitor.com at no charge. About Weatherly Oil Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by CRO Scott Pinsonnault, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtor tapped Jackson Walker LLP as its legal counsel; Tenoaks Energy Partners, LLC as sales agent; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring LLC as notice and claims agent. The Office of the U.S. Trustee on March 15 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Weatherly Oil & Gas, LLC. The Committee retained Jones Walker LLP as counsel and Conway MacKenzie, Inc., as financial advisor. WESLEY ENHANCED: Fitch Affirms BB Ratings on 2017A/B Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB' rating on the following bonds issued by Philadelphia Authority for Industrial Development on behalf of Wesley Enhanced Living (WEL): -- $95.2 million senior living facilities revenue bonds tax-exempt series 2017A; -- $28.2 million senior living facilities revenue bonds federally taxable series 2017B. The Rating Outlook is Stable. SECURITY The bonds are secured by pledged revenues of the obligated group (OG), a mortgage lien on various WEL communities, and a debt service reserve fund. KEY RATING DRIVERS THIN OPERATIONAL PERFORMANCE: The 'BB' rating reflects WEL's weak operational performance as evidenced by its 111.3% operating ratio and negative 3.7% net operating margin (NOM) in fiscal 2018 (Dec. 31 year-end). Concerns over WEL's weaker performance are mitigated by its solid census levels and consistent net entrance fee receipts, which produced a 12.6% NOM-adjusted (NOMA) and includes the released of approximately $2.6 million from its entrance fee reserve funds. Fitch expects WEL's solid cash flows from net entrance fee receipts to supplement weaker operations. SOLID CENSUS: WEL's favorable pricing structure and well-established reputation in the southeastern Pennsylvania market has produced solid demand across all services lines. In fiscal 2018, WEL averaged 89% in its independent living units (ILU), 87% in its personal care units (PCU), and 94% in its skilled nursing facility (SNF) beds. Additionally, Fitch expects WEL's census to improve in the coming years following the renovation and rebranding of its new Main Line (ML) campus, which was acquired by WEL in 2015. ADEQUATE LIQUIDITY: In fiscal 2018, WEL had unrestricted cash and investments of $34.5 million which translates into 183 days cash on hand (DCOH), 28.2% cash to debt, and 4.3x cushion ratio. All three metrics remains sufficient for WEL's current rating level and are on par or slightly weaker than Fitch's below investment grade (BIG) medians of 292 DCOH, 32.1% cash to debt, and 4.5x cushion ratio. HIGH SNF EXPOSURE: WEL's resident revenue is concentrated in its SNF, which accounted for a high 53% of total fiscal 2018 revenues. Additionally, Medicaid comprised a high 53% of total fiscal 2018 SNF net revenues. WEL's high concentration to SNF revenues leaves it susceptible to ongoing changes in the SNF landscape as well as governmental payor reimbursement. MANAGEABLE LONG-TERM LIABILITY PROFILE: WEL's long-term liability profile remains manageable as evidenced by maximum annual debt service (MADS) accounting for 11.5% of fiscal 2018 revenues, which remains favorable to Fitch's BIG median of 16.5%. However, debt to net available measured an elevated 10.9x in fiscal 2018, which is slightly weaker than Fitch's BIG median of 9.8x. ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors affecting this rating determination. RATING SENSITIVITIES OCCUPANCY AND TURNOVER MAINTENANCE: Wesley Enhanced Living's ability to maintain healthy occupancy and turnover levels, coupled with a successful renovation/reposition of its new Main Line campus, will be key to maintaining coverage levels and sufficient liquidity over the next few years. An inability to maintain sufficient coverage or deterioration in liquidity levels may pressure the rating. Conversely, there could be positive rating momentum if WEL maintains strong census, sufficient coverage, and improves liquidity through its renovation/repositioning of its Main Line campus. CHANGES IN SNF LANDSCAPE: Given WEL's high concentration of skilled nursing facility revenues and Medicaid revenues, any adverse changes to the SNF landscape or government reimbursement modifications would likely result in negative rating pressure. CREDIT PROFILE Evangelical Services for the Aging (d/b/a WEL) was founded to operate and manage continuing care campuses and other senior living facilities within Pennsylvania. WEL OG owns and operates five separate continuing care retirement communities in or around the Philadelphia market: Pennypack (PP), Doylestown (DT), Upper Moreland (UM), Stapeley (ST), and ML. WEL's ML campus, which WEL became the sole member of in March 2015, was added to its OG in conjunction with its series 2017 bond issuance during fiscal 2017. ML's campus consists of 163 ILUS, 30 PCUs, and 60 SNF beds on approximately 22 acres. PP's campus consists of 72 ILUs, 39 assisted-living units (ALUs), and 120 SNF beds on approximately 13 acres. DT's campus consists of 219 ILUs and 60 SNF beds on approximately seven acres. UM's campus consists of 150 ILUs and 33 AL beds on approximately 17 acres. ST's campus consists of 43 ILUs, 46 PCUs, 21 memory-care units, and 120 SNF beds on approximately five acres. Other members of the OG are WEL, WEL Foundation, and WEL Home Partners. Additionally, WEL owns and operates one community and one senior housing community which are not part of the obligated group. Fitch's analysis is based upon WEL OG's financial statements, which reported total operating revenues of $69.2 million in fiscal 2018. In fiscal 2018, the OG represented 91% of consolidated assets and 96% of consolidated revenues. SOLID CENSUS Despite heavy competition in a well-penetrated market, WEL has utilized an affordable pricing structure and favorable reputation to maintain solid census levels. In fiscal 2018, WEL average 89% in its ILUs, 87% in its PCUs, and 94% in its SNF beds. Additionally, WEL has improved its census across every service line through the three-month interim period for fiscal 2019 as evidenced by its 90% occupancy in its ILUs, 90% occupancy in its PCUs, and 95% occupancy in its SNF. While solid, these occupancy levels remain slightly weaker than the levels achieved in fiscal 2016, primarily reflecting the dilution from the inclusion of its ML campus in the OG in 2017. Fitch expects ML's census and overall OG census levels to improve incrementally moving forward as WEL renovates and rebrands in ML campus. WEL has already demonstrated strong success with its rebranding of its ML campus as ML's ILU census improved to 91.5% at the three-month interim period (ending March 31, 2019) which is a significant improvement from the 82.6% it averaged during the prior year's three-month interim period (ending March 31, 2018). Additionally, WEL's upcoming capital outlays at ML and other OG facilities are expected to improve marketability of each campus and improve OG census levels. At its ML campus, WEL is expected to renovate and enhance its ILU corridors, renovate various common spaces (including dining rooms, offices, and community spaces), build a new front entrance and multi-purpose room, renovate and enhance its SNF, and upgrade and renovate its PCUs. WEL's ML project began in April 2019 and is expected to be completed by April 2020. The project will cost approximately $15 million and is being funded out of series 2017 bond proceeds. Additionally, WEL is doing similar renovations and enhancements at its' UM and DT communities to enhance marketability of each campus. The projects are expected to begin in July 2019 and be completed by December 2019. The combined projects are expected to costs approximately $6 million and are being funded primarily by WEL's series 2017 bond proceeds. ADEQUATE FINANCIAL PROFILE The affirmation of the 'BB' rating primarily reflects WEL's weak historical operational performance. Its weak operations are attributed to its high concentration of SNF revenues and governmental payors, as well as its moderately priced contracts, which have all limited its revenue growth and pricing flexibility. While WEL's solid census and effective cost controls have translated into a consistent performance in recent years, its profitability deteriorated in fiscal 2018 as evidenced by 111.3% operating ratio, negative 3.7% NOM, and 12.6% NOMA. Fitch attributes the weaker operations in fiscal 2018 primarily to a higher interest expense from its series 2017 bond issuance, a weaker payor mix in its SNF, and elevated accounts receivable. Overall, Fitch expects WEL's operational performance to remain thin but adequate for its current rating level. WEL's thin operational performance has created reliance upon net entrance fees to maintain sufficient coverage levels, as evidenced by weak 0.0x revenue only coverage in fiscal 2018. However, its net entrance fee receipts measured a strong $11.3 million, which incorporates approximately $2.6 million being released from its entrance fee reserve fund. Fitch calculates MADS coverage at 1.4x for fiscal 2018, which remains sufficient for its current rating level. Fitch expects WEL's solid net entrance fee receipts and the ongoing release of reserves to pay refundable entrance fee contracts to continue to supplement weaker operations. In fiscal 2018, WEL had approximately $34.5 million in unrestricted cash and investments, which translates into 183 DCOH, 28.2% cash to debt, and 4.3x cushion ratio and remains sufficient to support its current rating level. Despite being trustee-held, Fitch includes WEL's entrance fee reserve fund in its unrestricted cash and investment calculation. The entrance fee reserve fund was established with the series 2017 bond issuance to help alleviate cash flow mismatches as WEL converts its remaining lifecare contracts to non-refundable fee-for-service contracts. As of fiscal 2018, WEL had approximately $8.6 million remaining its entrance fee reserve fund. With capital expenses primarily being funded out of restricted bond proceeds and future entrance fee refunds coming from its refund reserve fund, Fitch expects WEL's liquidity position to remain stable over the next few years. MANAGEABLE LONG-TERM LIABILITY PROFILE WEL's only long-term debt outstanding is the $123 million in series 2017 bonds, which are fixed-rate, have MADS of $8 million, and a final maturity date of 2049. WEL has no exposure to derivative instruments, a future service liability, or a defined benefit pension plan. Overall, WEL's long-term liabilities remain manageable for its rating level as evidenced by MADS equating to 11.5% of fiscal 2018 revenues, which compares favorably to Fitch's BIG median of 16.5%. However, debt to net available measured 10.9x in fiscal 2018, which remains weaker than Fitch's BIG of 9.8x. WEST VIRGINIA RESORTS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: West Virginia Resorts, LLC 874 Chester Road, Suite 101 Charleston, WV 25302 Business Description: West Virginia Resorts LLC is a privately held company in Charleston, West Virginia. Chapter 11 Petition Date: July 18, 2019 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Case No.: 19-00587 Judge: Hon. Patrick M. Flatley Debtor's Counsel: John Joseph Balenovich, Esq. CALDWELL & RIFFEE 3818 MacCorkle Avenue SE, Suite 101 Charleston, WV 25304 Tel: 304-925-2100 Fax: 304-925-2100 Email: john@wvlitigator.com joecaldwell@frontier.com - and - Joseph W. Caldwell, Esq. CALDWELL & RIFFEE 3818 MacCorkle Ave. S.E. Suite 101 Post Office Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Email: chuckriffee@frontier.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David H. Church, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wvnb19-00587.pdf WILLEX HOLDINGS: Seeks to Hire Jeffrey L. Zimring as Legal Counsel ------------------------------------------------------------------ Willex Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to hire the Law Office of Jeffrey L. Zimring as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of its bankruptcy plan; evaluation of claims against its estate; negotiations with secured creditors; and assistance with respect to the recovery of avoidable transfers. Zimring will be paid a flat fee of $3,000 for services provided before and after the Debtor's bankruptcy filings. The firm received a retainer of $3,217, of which $1,717 was used to pay the filing fee. Zimring has no connection with the Debtor or any party that would bar its representation of the Debtor, according to court filings. The firm can be reached through: Jeffrey L. Zimring, Esq. Law Office of Jeffrey L. Zimring 1735 Central Avenue, Suite 200 Phone: (518) 218-0307 Email: jeff@zimringlaw.com About Willex Holdings Willex Holdings Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 19-11249) on July 3, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Robert E. Littlefield Jr. The Law Office of Jeffrey L. Zimring is the Debtor's counsel. [^] BOND PRICING: For the Week from July 15 to 19, 2019 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 15.824 10/1/2022 Acosta Inc ACOSTA 7.750 15.840 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 70.000 8/15/2019 Approach Resources Inc AREX 7.000 23.397 6/15/2021 BNC Bancorp BNCN 5.500 92.253 10/1/2024 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.500 6/15/2021 Bristow Group Inc BRS 6.250 20.875 10/15/2022 Bristow Group Inc BRS 4.500 23.000 6/1/2023 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Chukchansi Economic Development Authority CHUKCH 9.750 60.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 60.000 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 14.250 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 1.485 3/15/2024 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 3.537 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 8.085 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 21.277 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 3.632 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 20.410 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 21.205 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 20.248 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 3.035 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 3.035 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Home Loan Banks FHLB 3.625 99.594 12/29/2036 Federal Home Loan Banks FHLB 2.000 97.700 11/10/2026 Federal Home Loan Banks FHLB 3.650 99.614 4/27/2037 Federal Home Loan Banks FHLB 3.720 99.644 3/27/2037 Federal Home Loan Banks FHLB 3.450 99.580 4/27/2033 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.018 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.642 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 25.114 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 26.339 4/1/2023 Frontier Communications Corp FTR 9.250 62.401 7/1/2021 Frontier Communications Corp FTR 8.875 68.981 9/15/2020 Frontier Communications Corp FTR 8.500 74.843 4/15/2020 Goodman Networks Inc GOODNT 8.000 50.125 5/11/2022 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Halcon Resources Corp HKUS 6.750 26.375 2/15/2025 Halcon Resources Corp HKUS 6.750 23.465 2/15/2025 Halcon Resources Corp HKUS 6.750 23.465 2/15/2025 Halcon Resources Corp HKUS 6.750 23.500 2/15/2025 Halcon Resources Corp HKUS 6.750 23.500 2/15/2025 High Ridge Brands Co HIRIDG 8.875 9.593 3/15/2025 High Ridge Brands Co HIRIDG 8.875 9.640 3/15/2025 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 63.188 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 52.561 3/1/2021 Hornbeck Offshore Services Inc HOS 1.500 95.500 9/1/2019 Iconix Brand Group Inc ICON 5.750 33.000 8/15/2023 L Brands Inc LB 7.000 103.034 5/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 3.690 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 6.000 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 3.500 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 9.000 14.750 6/20/2038 MF Global Holdings Ltd MF 6.750 14.750 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.250 7/1/2026 Murray Energy Corp MURREN 11.250 32.274 4/15/2021 Murray Energy Corp MURREN 11.250 32.863 4/15/2021 Murray Energy Corp MURREN 9.500 32.500 12/5/2020 Murray Energy Corp MURREN 9.500 32.500 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.918 5/15/2019 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pioneer Energy Services Corp PES 6.125 44.381 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.684 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.684 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.684 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.684 11/15/2024 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 8.498 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 17.250 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 66.000 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 24.000 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 65.126 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 9.715 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 9.369 11/1/2021 Sanchez Energy Corp SNEC 6.125 6.298 1/15/2023 Sanchez Energy Corp SNEC 7.750 5.912 6/15/2021 Sears Holdings Corp SHLD 6.625 16.805 10/15/2018 Sears Holdings Corp SHLD 6.625 16.805 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 3.005 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 3.037 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.750 3.029 1/15/2028 Sears Roebuck Acceptance Corp SHLD 6.500 3.005 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 50.000 8/15/2020 Stearns Holdings LLC STELND 9.375 50.000 8/15/2020 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us Inc TOY 7.375 3.000 10/15/2018 Transworld Systems Inc TSIACQ 9.500 25.902 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.902 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 7.125 7.970 4/15/2025 Ultra Resources Inc UPL 6.875 8.625 4/15/2022 Ultra Resources Inc UPL 6.875 9.975 4/15/2022 Ultra Resources Inc UPL 7.125 7.911 4/15/2025 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Windstream Services LLC / Windstream Finance Corp WIN 6.375 28.563 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.500 29.500 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.750 31.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 31.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 29.500 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 29.284 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.750 28.328 10/15/2020 rue21 inc RUE 9.000 1.400 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***